UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549

FormFORM 20-F

o
o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

	~~For the fiscal year ended December 31, 2005~~

For the fiscal year ended December 31, 2008


o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _______________

o
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. . . . . . . . . . .

Commission file number 000-20181

SAPIENS INTERNATIONAL CORPORATION N.V.
(Exact name of Registrant as specified in its charter)

(~~Translation of Registrant’s name into English~~)

NETHERLANDS ANTILLES
(Jurisdiction of incorporation or organization)

Landhuis Joonchi
Kaya Richard J. Beaujon z/n
P.O. Box 837
Curaçao, Netherlands Antilles
(Address of principal executive offices)

Roni Giladi, Chief Financial Officer
Tel: +972-8-938-2721
Fax:+972-8-938-2880
Rabin Science Park
PO Box 4011
Nes Ziona 74140 Israel
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:~~None~~






	Title of Class:	Name of each exchange on which registered:
	Common Shares, par value € 0.01 per share	NASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

~~Common Shares, par value € 0.01 per share~~
None~~(Title of Class)~~

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

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, ~~2005~~2008 the issuer had ~~12,810,102~~21,591,088 Common Shares, par value € 0.01 per share, outstanding.

Indicate by check mark if the registrant is well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YesoNox

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.

Yesxo Noox

Indicate by checkmark 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 proceeding 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.

YesxNoo

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.






oLarge Accelerated Filer	oAccelerated Filer	xNon-Accelerated Filer

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:






x U.S. GAAP	o International Financial Reporting Standards as issued	o Other
~~Indicate~~	by ~~checkmark which financial statement item~~ the ~~registrant has elected to follow:~~ International Accounting Standards Board

	~~Item 17~~o ~~Item 18~~x

~~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).~~

	o ~~Yes~~ x No

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 17o Item 18o

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).

Yeso Nox


				Page



		~~Page~~

Introduction		1

PART I		1

Item 1.	Identity of Directors, Senior Management and Advisers	1

Item 2.	Offer Statistics and Expected Timetable	1

Item 3.	Key Information	1	2

Item 4.	Information on the Company	13

Item 4A.	Unresolved Staff Comments	22	21

Item 5.	Operating and Financial Review and Prospects	22	21

Item 6.	Directors, Senior Management and Employees	34	36

Item 7.	Major Shareholders and Related Party Transactions	41	43

Item 8.	Financial Information	44	45

Item 9.	The Offer and Listing	45	46

Item 10.	Additional Information	47	48

Item 11.	Quantitative and Qualitative ~~Disclosure about~~Disclosures About Market Risk	56	63

Item 12.	Description of Securities Other Than Equity Securities	56	64

PART II		57	64

Item 13.	Defaults, Dividend Arrearages and Delinquencies	57	64

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	57	64

Item ~~15.~~15T.	Controls and Procedures	57	64
Item 16.	[Reserved]		65
Item 16A.	Audit Committee Financial Expert	57	65

Item 16B.	Code of Ethics	57	65

Item 16C.	Principal Accountant Fees and Services	58	65

Item 16D.	Exemptions from the Listing Standards for Audit Committees	58	66

Item 16E.	~~Purchase~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers	58	66
Item 16F.	Change in Registrant's Certifying Accountant		66
Item 16G.	Corporate Governance	66
PART III		59	67

Item 17.	Financial Statements	59	67

Item 18.	Financial Statements	59	67

Item 19.	Exhibits	59 68
Signatures		69

INTRODUCTION

Definitions

In this annual report, unless the context otherwise requires:

References to “Sapiens,” the “Company,” the “Registrant,” “us,” “we” and “our” refer to Sapiens International Corporation N.V. ~~(the “Registrant”)~~, a Netherlands Antilles company, and its consolidated subsidiaries.

References to “our shares,” “Common Shares” and similar expressions refer to the Registrant’s Common Shares, par value € 0.01 per share.

References to “dollars”, “US ~~dollar”~~dollars” or “$” are to United States Dollars.

References to “NIS” are to New ~~Israel~~Israeli Shekels, the Israeli currency.

Cautionary Statement Regarding Forward-Looking Statements

Certain matters discussed in this annual report are forward-looking statements that are based on our beliefs and assumptions as well as information currently available to us. Such forward-looking statements may be identified by the use of the words “anticipate,” “believe,” “estimate,” “expect,” “may,” “will,” “plan” and similar expressions. Such statements reflect our current views with respect to future events and are subject to certain risks and uncertainties. While we believe such forward-looking statements are based on reasonable assumptions, should one or more of the underlying assumptions prove incorrect, or these risks or uncertainties materialize, our actual results may differ materially from those described herein. Please read the risks discussed in Item 3 – “Key Information” under the caption “Risk Factors” and cautionary statements appearing elsewhere in this annual report in order to review conditions that we believe could cause actual results to differ materially from those contemplated by the forward-looking statements.

We undertake no obligation publicly to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed in this annual report might not occur.

PART I


ITEM 1.		IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.


~~Not applicable.~~

ITEM 2.		OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.


~~Not applicable.~~

ITEM 3.		KEY INFORMATION


A.	Selected Financial ~~Data~~Data.

The following tables summarize certain selected consolidated financial data for the periods and as of the dates indicated. We derived the statement of operations financial data for the years ended December 31, ~~2003, 2004~~2006, 2007 and ~~2005~~2008 and the balance sheet data as at December 31, ~~2004~~2007 and ~~2005~~2008 from our consolidated financial statements included elsewhere in this annual report. The selected consolidated statement of operations financial data for the years ended December 31, ~~2001~~2004 and ~~2002~~2005 and the balance sheet data as of December 31, ~~2001, 2002~~2004, 2005 and ~~2003~~2006 are derived from our audited financial statements not included in this annual report. Certain financial data for ~~2001~~previous years set forth below were reclassified to conform to ~~the 2002 presentation, certain financial data for 2003 were reclassified to conform to the 2004 presentation and certain financial data for 2004 were reclassified to conform to the 2005~~later years’ presentation. You should read the selected consolidated financial data together with our consolidated financial statements included elsewhere in this annual report and with Item 5, “Operating and Financial Review and Prospects.” Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

~~Note regarding the Reverse Stock Split:~~

We implemented a 1-for-5 reverse stock split of our Common Shares on June 16, 2003 to meet the listing requirements of the Nasdaq National Market (“Nasdaq”). On January 15, 2003, Nasdaq informed us that our Common Shares would be delisted from Nasdaq due to our failure to maintain compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq (the “Minimum Bid Price Requirement”). We requested and were granted a hearing before a Nasdaq Listing Qualifications Panel in order to present a definitive plan to regain compliance with the Minimum Bid Price Requirement, and thereby avoid the delisting of the Common Shares from Nasdaq.

On February 18, 2003, our Board of Directors approved a definitive plan to regain compliance with the Minimum Bid Price Requirement by implementing a 1-for-5 reverse stock split of the Common Shares. We presented this plan to implement a reverse stock split to the Nasdaq Panel at a hearing on February 27, 2003. On March 25, 2003, Nasdaq notified us that it approved of our plan to implement the reverse stock split and that our shares would continue to be traded on Nasdaq provided that we regained compliance with the Minimum Bid Price Requirement by June 16, 2003 and maintained compliance for at least ten consecutive days thereafter.

On June 11, 2003, at a Special General Meeting, our shareholders approved the implementation of the reverse stock split and amendments to our Articles of Association that were required to effect the reverse stock split. As a result of the reverse stock split, our authorized capital of €48,300,000 became divided into 20 million Common Shares (instead of 100 million) and the par value of the Common Shares was changed to €2.30 (instead of €0.46). On June 16, 2003, we achieved compliance with the Minimum Bid Price Requirement and we have maintained such compliance through the date of this annual report.

Although we maintained compliance with the Minimum Bid Requirement, at the end of the second quarter of 2005, our shareholders’ equity was below $10,000,000 which is the required minimum shareholders’ equity for continued listing on the Nasdaq National Market. As a result of a notice we received from Nasdaq, we applied to transfer the listing of our shares from the Nasdaq National Market, and on September 28, 2005, our shares began to trade on the Nasdaq Capital Market (formerly known as the Nasdaq SmallCap Market).

At the end of the first quarter of 2006, our shareholders’ equity was $2.2 million. On June 5, 2006, we received a letter from Nasdaq indicating that we fail to comply with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. On June 27, 2006, we submitted to Nasdaq a plan to achieve and sustain compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market.

~~All historical share amounts and per share data in this annual report have been retroactively restated to reflect the reverse stock split.~~

On August 26, 2004, at the Annual General Meeting, our shareholders approved an increase in the number of authorized Common Shares to 30,000,000 and a change in the par value of all authorized shares to one Eurocent (€0.01). As a result, the total nominal capital of the Company is € 310,000, reflecting 30,000,000 Common Shares and 1,000,000 Preferred Shares.

Selected Financial Data:	Year Ended December 31,
	2004			2005			2006			2007			2008
	(In thousands, except per share data)


Revenues:
Products	$	26,781		$	13,295		$	10,423		$	5,632		$	4,137
Consulting and other services		21,023			26,109			33,888			36,763			39,397
Total revenues		47,804			39,404			44,311			42,395			43,534

Cost of revenues:
Cost of products		15,274			8,809			6,302			3,277			2,482
Cost of consulting and other services		11,490			16,037			22,499			22,306			23,975
Impairment of capitalized software development costs		901			-			-			-			-
Total cost of revenues		27,665			24,846			28,801			25,583			26,457
Gross profit		20,139			14,558			15,510			16,812			17,077
Operating Expenses:
Research and development, net		2,531			2,723			2,451			3,502			3,884
Selling, marketing, general and administrative		19,260			16,245			13,558			12,513			10,708
Restructuring Costs		-			1,113			758			-			-
Total operating expenses		21,791			20,081			16,767			16,015			14,592
Operating (loss) income		(1,652	)		(5,523	)		(1,257	)		797			2,485
Financial expenses, net		2,410			1,788			2,230			2,798			2,236
Other expenses (income), net		552			(12	)		-			109			(32	)

Income (loss) before taxes on income		(4,614	)		(7,299	)		(3,487	)		(2,110	)		281

Taxes on income		217			1,798			325			338			584
Minority interests in earnings of a subsidiary and other		11			2			13			96			41

Net loss		4,842			9,099			3,825			2,544			344

Settlement of redeemable shares in a subsidiary		299			-			-			-			-

Net loss to shareholders of Common Shares	$	5,141		$	9,099		$	3,825		$	2,544		$	344

Basic and diluted net loss per share	$	0.46		$	0.76		$	0.29		$	0.14		$	0.02

Weighted average number of shares
used in computing basic and diluted loss per share		11,273			11,982			13,395			18,218			21,550

Selected Financial Data:
Year Ended December 31,
2001
2002
2003
2004
2005
(In thousands, except per share data)

Revenues:
   Products $ 33,924 $ 42,008 $ 32,580 $ 26,781 $ 13,295
   Consulting and other services 29,511 22,820 19,738 21,023 26,109
Total revenues 63,435 64,828 52,318 47,804 39,404

Cost of revenues:
   Cost of products 23,711 22,567 17,489 16,578 11,306
   Cost of consulting and other services 18,902 13,543 11,118 10,186 13,540
Impairment of capitalized software development costs - - - 901 -
Total cost of revenues 42,613 36,110 28,607 27,665 24,846
       Gross profit 20,822 28,718 23,711 20,139 14,558
Operating Expenses:
   Research and development, net 5,458 6,017 3,656 2,531 2,723
   Selling, marketing, general and administrative 28,725 23,782 21,539 19,260 16,245
   Restructuring Costs - 481 - - 1,113
       Total operating expenses 34,183 30,280 25,195 21,791 20,081
Operating loss 13,361 1,562 1,484 1,652 5,523
Financial expenses, net 3,187 971 958 2,410 1,788
Other expenses (income), net 665 1,173 (244 ) 552 (12 )

Loss before taxes on income 17,213 3,706 2,198 4,614 7,299

Taxes on income (benefit) 726 1,408 (19 ) 217 1,798
Minority interests in earnings of a subsidiary 31 39 8 11 2

Net loss 17,970 5,153 2,187 4,842 9,099

Settlement of redeemable shares in a subsidiary - - - 299 -

Net loss to shareholders of Common Shares $ 17,970 $ 5,153 $ 2,187 $ 5,141 $ 9,099

Basic and diluted net loss per share $ 3.91 $ 1.03 $ 0.20 $ 0.46 $ 0.76

Weighted average number of shares
used in computing basic and diluted loss per share 4,600 4,999 10,693 11,273 11,982

	At December 31, (in thousands)
Balance Sheet Data:	2004		2005			2006			2007			2008



Cash and cash equivalents	$	10,942	$	6,699		$	3,108		$	13,125		$	7,938
Working capital (deficit)		2,767		(10,636	)		(12,616	)		(567	)		(4,506	)
Total assets		68,734		51,866			45,619			52,532			45,177
Long-term debt and other long-term liabilities		23,281		15,603			13,235			7,560			1,565
Capital stock		108,635		110,645			113,683			132,310			132,562
Total shareholders' equity		12,080		3,632			3,929			21,850			21,743

At December 31,
(in thousands)
Balance Sheet Data:
2001
2002
2003
2004
2005

Cash and cash equivalents $ 16,087 $ 22,001 $ 31,775 $ 10,942 $ 6,699
Working capital (deficit) 1,637 9,615 20,373 2,767 (10,636 )
Total assets 68,380 65,152 76,723 68,734 51,866
Long-term debt and other liabilities 7,365 7,787 24,783 23,281 15,603
Capital stock 96,895 106,421 105,908 108,635 110,645
Total shareholders' equity 10,207 15,895 13,929 12,080 3,632


B.	Capitalization and ~~Indebtedness~~Indebtedness.

Not applicable.


C.	Reasons for the Offer and Use of ~~Proceeds~~Proceeds.

Not applicable.


D.	Risk ~~Factors~~Factors.

We operate globally in a dynamic and rapidly changing environment that involves numerous risks and uncertainties. The following section lists some, but not all, of those risks and uncertainties that may have a material adverse effect on our business, financial position, results of operations or cash flows.

Risks Relating to Our Business, and Our Industry and our Financing Activities

The current worldwide economic and financial situation may have a material adverse effect on our results.

Many of the world’s largest economies and financial institutions are currently experiencing a reduction in economic activity, a decline in asset prices, liquidity problems and limited availability of credit. This has impacted the insurance and financial sectors in which in excess of 50% of our customers operate. Such factors may result in a reduction in demand in some or all of our major markets and downward pressure on pricing in many markets, which could adversely affect our business, results of operations and financial condition. The economic and financial situation may negatively impact our customers, which in turn would negatively impact our ability to maintain or increase revenues. Also, significant changes and volatility in the equity, credit and foreign exchange markets, and in the competitive landscape, make it increasingly difficult for us to predict our revenues and earnings into the future.

Another manner in which the worldwide economic and financial situation is adversely affecting us relates to the pension plans that cover our employees. As of December 31, 2008, our pension plans were under-funded by approximately $0.2 million as a result of the performance of the financial markets, which has required us to record an accrual of such amount in our financial statements. If the financial markets do not provide the long-term returns that are expected, the likelihood of our being required to make further accruals and ultimately further contributions to make up the shortfall in the pension funds will increase. Because of the volatility in the equity markets, our estimate of future contribution requirements can change dramatically in relatively short periods of time. See Item 18. “Financial Statements – Note 2U.”

Implementing our strategy of focusing on the market for software solutions in the insurance industry has taken longer than anticipated, and we may not succeed in gaining acceptance in that market.

Our goal is to rise to a position of global leadership in delivering strategic business software solutions to the insurance industry. Achieving this goal requires us, among other things, to design appropriate software solutions, maintain sufficient sales and marketing resources, recruit, train and hire sufficient professional services personnel and face intense competition. We have experienced delays in penetration of the insurance industry, and ~~such delays have contributed to a decline in our results. We~~ expect that additional time will be required to achieve our goal. Our future efforts to gain acceptance for our solutions may still not succeed, which could have a material adverse affect on our results.

We have a history of losses, and we anticipate that our revenues for the short to medium term will not significantly increase and may decrease while our expenses may increase as a result of maintaining of our research and development, sales and marketing efforts and increased interest costs.

We incurred net losses of approximately ~~$5.1~~$2.5 million and ~~$9.1~~$0.3 million for the years ended December 31, ~~2004~~2007 and December 31, ~~2005, respectively, and the net loss has grown over each of the past 3 years.~~2008, respectively. We cannot predict ~~the extent of~~that our ~~future~~ losses ~~and when,~~will continue to decrease, or ~~if,~~whether we may become profitable on a sustained basis. Due to the delay in the implementation of our strategy of offering solutions to the insurance industry and possible decline in orders from existing customers, especially because of the current worldwide economic and financial situation, we have no assurance that our revenues in the short to medium term will significantly increase, if at ~~all.~~all, and they may decrease. At the same time, expenses may increase in the foreseeable future as we maintain our research and development, sales and marketing activities. In addition, following our offering of approximately $17.1 million principal amount of convertible debentures in December 2003, and an additional $1.5 million of convertible debentures in March 2004, upon the exercise by non-affiliates of the Company of options that were offered together with the original convertible debentures in December 2003, we have the obligation to pay the debenture holders interest and to pay the principal amount when the debentures are ~~due.~~due, which, following various repurchases of debentures by us, currently amounts to approximately NIS 20.3 million or $5.3 million (using the December 31, 2008 exchange rate of NIS 3.802 per $1). Our research and development, marketing and sales efforts may prove more costly than we currently anticipate, and we may not succeed in the long term in increasing our revenues sufficiently to offset the expenses of those efforts and of paying back the principal and paying the interest on the debentures. If our revenues fail to increase at a greater rate than our expenses, we will not be able to achieve profitability.

We have a history of declining working capital. Our working capital ~~has declined significantly~~may once again decrease and ~~despite our recent financing activities,~~ we may need to raise ~~capital.~~capital again.

~~Our~~Historically, our liquidity has ~~been~~ reduced due to the drop in our available cash ~~reserves available. At~~reserves. In 2007, we raised gross capital of $20 million (excluding finders’ fees and out of pocket expenses), and at December 31, ~~2005,~~2008, we had negative working capital of ~~$10.6~~$4.5 million. ~~We will need~~In the past, we have needed to raise capital in order to continue financing our business activities, to pay back the principal and the interest on the debentures that were issued by us and to continue meeting our other obligations. ~~In June 2006, we entered into a term sheet with Formula Systems (1985) Ltd. regarding a $2.0 million investment~~Despite our last capital raise in ~~the Company. We also entered into a term sheet with F.I.D. Holdings Ltd. and Israel Discount Bank Ltd., regarding the conversion~~2007, there is no assurance that our past trend of the $1.0 million payment that was due to them on April 1, 2006 into our Common Shares and the delaying until August 1, 2007 of the $1.0 million payment that is currently due on August 1, 2006. On June 27, 2006, we entered into agreements for a new revolving credit line facility for borrowings of up to $9.2 million, until June 30, 2007.diminishing working capital will not continue. There is no assurance that we will be able to obtain additional financing, or if we do, that it will be on favorable terms. In addition, if we issue capital stock to investors in order to raise cash, our existing shareholders will experience dilution.

As a result of an offering of convertible debentures, we have significant debt, and the amount of the debt could hinder our activities and affect the flexibility needed for such activities.

In December 2003, we completed an offering of convertible debentures on the Tel Aviv Stock ~~Exchange.~~Exchange (“TASE”). The offering resulted in gross proceeds to us of approximately $17.1 million. The debentures were offered in units which included options to purchase additional debentures and ~~with~~ warrants to purchase our Common Shares. Options which were exercised by non-affiliates of the Company before their expiry date resulted in additional gross proceeds of approximately $1.5 million to the Company in the first quarter of 2004. None of the warrants were exercised and they expired on November 21, 2007.

In August 2006, a majority of the debenture holders approved changes to the amount and the timing of the first installment payment of the principal of the debentures, such that the payment of 50% of the first payment amount was deferred to December 5, 2009, and we were given the opportunity to either pay back the other 50% of the first payment amount, or to convert such amount into our Common Shares. On November 30, 2006, we announced our decision to pay the approximately $2.4 million in cash, and on December 5, 2006, we made the payment. There can be no guarantee that the debenture holders will agree to any changes to the terms of the debentures in the future. In June 2007, we entered into a private placement transaction for an aggregate gross amount of $20 million (excluding finders’ fees and out of pocket expenses). Following the private placement transaction, in June 2007, we repurchased an aggregate amount of NIS 15,000,000 nominal value of debentures, representing approximately, $3.5 million of the outstanding debentures. In December ~~2006,~~2007, we ~~must re-pay $5.2~~repaid approximately NIS 18.6 million ~~$4.6~~or $4.9 million (using the December 5, 2007 exchange rate of NIS 3.845 per $1) which ~~represents~~reflects approximately NIS 16.9 million or $4.4 million for the ~~first~~second of ~~4 installment payments~~the four annual re-payments of the principal of the debentures, and ~~$0.6~~approximately NIS 1.7 million ~~as part~~or $0.5 million for the semi-annual interest payment. In January and February 2008, we repurchased an additional aggregate amount of NIS 7,600,000 nominal value of debentures, representing approximately, $2.1 million of the outstanding debentures. In December 2008, we repaid approximately NIS 14.9 million or $3.7 million (using the December 5, 2008 exchange rate of NIS 3.981 per $1), which reflects approximately NIS 13.9 million or $3.5 million for the third of the four annual re-payments of the principal of the debentures, and approximately NIS 1.0 million or $0.2 million for the semi-annual ~~payments. We have~~interest payment. Similarly, in January 2009, we repurchased an aggregate amount of NIS 1,605,799 nominal value of debentures, representing approximately $0.4 million, of the outstanding debentures. Pursuant to the terms of the prospectus governing the debentures, the amounts repurchased by us were retired and removed from circulation on the TASE. As a result, the total amount that we must pay in June and December 2009 (interest and principal) was reduced to approximately NIS 20.3 million or $5.3 million (using the December 31, 2008 exchange rate of NIS 3.802 per $1).

In the past, we did not ~~created~~create sufficient positive cash flow from operations to make such ~~payment.~~payments. We currently have enough funds to make the December 2009 payments. However, if we use those funds for other purposes in the future, we may not have enough funds to make the future principal and interest payments. We cannot be certain that our credit lines will be renewed in the future, and if they are, that they will be on favorable terms, especially in light of the current worldwide economic and financial situation. If we are unable to obtain through other means the funds needed to make such payments, we could breach the terms of the debentures and of the Trust Deed which we entered into in connection with the offering. Even if we are able to make the payments required by the debentures, the amount of the debt could have a material adverse effect on our results of operations and financial position. For example, the debt could restrict our ability to obtain additional financing, restrict our flexibility in planning or in reacting to changes in the business, place us in a position inferior to that of competitors with lower debts or make us more vulnerable if there is a downturn in our revenues or in the economy in general. The amount of the debt could require us to dedicate a material part of our cash flow to payment of interest and repayment of principal, ~~and in addition~~thereby reducing our ability to use the cash for other purposes such as working capital.

The failure of our new solutions to achieve market acceptance or continued delays in our current or future efforts to develop software solutions could erode our competitive position.

The failure to successfully develop, enhance or modify our software solutions, or the failure to do so on a timely basis, could limit our revenue growth and competitive position. We may need to rapidly develop and introduce additional software and enhancements to our existing solutions to satisfy our current customers and maintain our competitive position in the marketplace. We may also need to modify our software so that it can operate with new or enhanced software that may be introduced by other software vendors. The failure to introduce new, enhanced or modified software on a timely basis could prevent our solutions from achieving market acceptance. We have experienced in the past, and anticipate experiencing in the future, delays in the timing of the introduction of new solutions and market acceptance of those solutions. To support our software development, enhancement or modification, we may find it necessary to license or acquire new technologies, which may not be available to us on acceptable terms, if at all.

If we fail to remain technologically competitive, we could lose customers or market share.

The market for our solutions is characterized by rapidly changing business conditions and customer requirements. The introduction of solutions embodying new technology and the emergence of new customer requirements can render existing technology obsolete and unmarketable. Our ability to anticipate changes in technology and customer requirements and to successfully develop and introduce new and enhanced solutions on a timely basis are and will be significant factors in our ability to grow and to remain competitive. Substantial expenditures are required for research and development and the introduction of new products. There can be no assurance that we will have sufficient resources to make such investments, especially in light of the current worldwide financial and economic situation, or that these investments will bring the full advantages or any advantage as planned. We have in the past experienced delays in introducing our technology and enhancements, and there can be no assurance that we will not encounter technical or other difficulties that could delay introduction of new technologies or enhancements in the future. There can be no assurance that we will be successful in developing and marketing enhancements that incorporate new technology on a timely basis, or that ~~its~~our new solutions will adequately address the changing needs of the marketplace. Our failure, for technological or other reasons, to timely develop and market products incorporating new technologies could have a material adverse effect on our results of operations, financial condition and cash flows.

The software solutions market that we address is expected to evolve rapidly, and if we are not able to accurately predict and respond to market developments or customer needs, our competitive position will be impaired.

The market for the solutions that we provide is expected to evolve rapidly. However, estimates of our market’s expected growth are inherently uncertain and are subject to many risks and assumptions. Moreover, many of our customers operate in markets characterized by rapidly changing technologies and business plans. Rapid changes in the needs of these customers and changing technologies make it difficult for us to predict their demands. We are particularly susceptible to those changes since our software is used in a wide array of operating environments, which are constantly evolving. As a result, we may not be able to develop, on a timely basis or at all, solutions that meet our customers’ needs or desires. In addition, various sectors of our market are served by competitors who may respond more effectively to market developments and customer needs. ~~We cannot assure you~~There can be no assurance that the market for our solutions will grow or that we will be able to respond to changes in the market, evolving customer needs or our competition. If the market for our solutions does not develop as we expect or if we fail to respond to market and competitive developments, our business prospects and competitive position might be impaired.

If existing customers do not make subsequent purchases from us or if our relationships with our largest customers are impaired, our revenue could be negatively ~~affected.~~affected

Our existing customers are a key asset of ~~Sapiens,~~ours, and we depend on repeat product and service revenues from our base of customers. Specifically, revenues from sales to ~~each of EDS Credit~~Menora Mivtachim Insurance Ltd. (“Menora”) and Liverpool Victoria Friendly Services (“Liverpool Victoria”) constituted 25.6% and ~~Menorah Insurance Company constituted 11%~~7.4%, respectively, of our consolidated revenues in ~~2005 (22% in total).~~2008. There can be no assurance that our existing customers will enter into new project contracts with ~~Sapiens~~us or that they will continue using our enabling technologies. If our revenue stream from existing customers were to decline significantly, it would have a material adverse impact on our operating results. ~~Indeed, in 2005, the scope of one~~In light of the ~~projects that~~worldwide financial and economic situation, we ~~were performing for EDS Credit Services was reduced, as~~have seen a ~~result of the end customer being sold to a bank~~delay and reduction in ~~Spain, which resulted in a reduction of 66% of~~investments by our ~~team (from 25 to 8 people) working on the project and a reduction of~~customers. If this trend continues, it could negatively impact our ~~expected revenues in 2005 from this customer by approximately $3.0 million.~~financial results.

The relationships with two large customers of our U.S. subsidiary – Texas Farm Bureau Insurance Companies, and Occidental Fire & ~~Casualty –two~~Casualty; two large customers of our subsidiary in the United Kingdom ~~– Liverpool Victoria and EDS~~–EDS Credit Services –and Liverpool Victoria; and a large customer of our subsidiary in Israel ~~- Menorah Insurance Company,~~– Menora Mivtachim, are the sources of a large portion of the revenues of each of those three subsidiaries. During ~~2005,~~2008, revenues from sales to the American customers specified above constituted ~~42%~~48.1% of the total revenues of the U.S. subsidiary ~~(10%~~(8.4% of our consolidated revenues); ~~and~~ revenues from sales to the British customers specified above constituted ~~54%~~42.8% of the total revenues of the U.K. subsidiary ~~(17%~~(11.4% of our consolidated revenues); and revenues from sales to the Israeli customer specified above constituted ~~46%~~69.1% of the total revenues of the Israeli subsidiary ~~(11%~~(25.6% of our consolidated revenues). Our sales to Liverpool Victoria, EDS Credit Services and Occidental Fire & Casualty have declined in recent years, which negatively impacted our revenue stream. If we experience further reductions in sales to these customers, our revenue stream will be further negatively affected.

We compete against companies with significantly greater resources than our own.

The market for software solutions and related services, and for business solutions for the insurance industry, in particular, is highly competitive. Our principal competitors generally have significantly greater resources than ~~our own.~~we do. Our customers or potential customers could prefer suppliers that are larger than ~~Sapiens~~us and that have not experienced losses such as ours. There is no guarantee that our customers, present and future, will be confident in our financial stability going forward. Price reductions or declines in demand for our solutions and services, whether as a result of competition, technological change, economic downturn, changes in the level of application development, reengineering or maintenance performed internally by our customers or potential customers would have a material adverse effect on our results of operations, financial position and cash flows.

Our business involves long-term, large projects, some of ~~them~~which are fixed-price projects that involve uncertainties, such as estimated project costs and profit margins.

Our business is characterized by relatively large projects or engagements that can have a significant impact on our total revenue and cost of revenue from quarter to quarter. A high percentage of our expenses, particularly employee compensation, is relatively fixed. Therefore, a variation in the timing of the initiation, progress or completion of projects or engagements, especially at or near the end of any quarter, can cause significant variations in operating results from quarter to quarter.

Some of our solutions are sold as fixed-price projects with delivery requirements spanning more than one year. If our actual cost-to-completion of these projects differs significantly from the estimated costs, ~~there~~we could beexperience a loss on the related contracts, which would have a material adverse effect on our results of operations, financial position and ~~financial position.~~cash flow. Similarly, delays in executing client contracts may affect our revenue and cause our operating results to vary widely. Some of our solutions may be priced in excess of $1.0 million and are delivered over periods of time ranging from several months to a few years. Payment terms are generally based on periodic payments or on the achievement of milestones. Any delays in payment or in the achievement of milestones may have a material adverse impact on our results of operations, financial position or cash flows. The sales cycle for our solutions is long and variable, typically ranging between nine months to eighteen months from initial contact with the potential client to the signing of a contract. Occasionally, sales require substantially more time. This variability may adversely affect our operating results in any particular quarter.

Our business involves business-critical solutions which expose us to potential liability claims.

Our products focus on organizations’ business-critical applications, including those related to core business solutions for the insurance industry, and we provide re-engineering and re-development services for customers’ specialized needs. Since our customers rely on our software to operate, monitor and improve the performance of their critical software applications, they are sensitive to potential disruptions that may be caused by the use of, or any defects in, our software. As a result, we may be subject to claims for damages related to software errors in the future. Liability claims could require us to spend significant time and money in litigation or to pay significant damages. Regardless of whether we prevail, diversion of key employees’ time and attention from ~~the~~our business, incurrence of substantial expenses and potential damage to our reputation might result. While the terms of our sales contracts typically limit our exposure to potential liability claims, and we carry errors and omissions insurance against such claims, there can be no assurance that such insurance will continue to be available on acceptable terms, if at all, or that such insurance will provide us with adequate protection against any such claims. A significant liability claim against us could have a material adverse effect on our results of operations and financial position.

Defects in our technology would harm our business and divert resources.

The quality of our products, enhancements and new versions is critical to our success. Since our software solutions are complex, they may contain errors that can be detected at any point in ~~its~~their life cycle. Any errors or defects in our technology could result in:

	—
	—	delayed or lost revenue;

	—
	—	failure to attract new customers or achieve market acceptance;

	—
	—	claims against us;

	—
	—	diversion of development resources;

	—
	—	increased service, warranty and insurance costs; and

	—
	—	negative publicity resulting in damage to our reputation.

While we continually test our products for errors and work with customers to identify and correct them, errors in our technology may be found in the future. Testing for errors is complicated because it is difficult to simulate the breadth of operating systems, user applications and computing environments that our customers use and because our software is becoming increasingly complex itself. The costs we may incur in addressing technology errors could be substantial and could impair our results of operations.

Although we protect our intellectual property rights, ~~vigorously,~~ there can be no assurance that ~~these~~the measures that we employ to do so will be successful.

In accordance with industry practice, since we have no registered patents, we rely on a combination of contractual provisions and intellectual property law to protect our proprietary technology. We believe that ~~because of~~due to the dynamic nature of the computer and software industries, copyright protection is less significant than factors such as the knowledge and experience of our management and personnel, the frequency of product enhancements and the timeliness and quality of our support services. We seek to protect the source code of our products as trade secret information and as an unpublished copyright work. We also rely on security and copy protection features in our proprietary software. We distribute our products under software license agreements that grant customers a personal, non-transferable license to use our products and contain terms and conditions prohibiting the unauthorized reproduction or transfer of our products. In addition, we attempt to protect trade secrets and other proprietary information through non-disclosure agreements with employees, consultants and distributors. Although we intend to protect our rights vigorously, there can be no assurance that these measures will be successful. ~~If we fail~~Our failure to protect our rights, ~~and others are able to improperly~~or the improper use of our products by others without licensing them from us, ~~this failure may~~could have a material adverse effect on our results of operations and financial condition.

Our Sapiens eMerge™ solution is proprietary to us and if we need to hire programmers, maintenance and professional services providers, we would incur training costs and delays due to training.

Our Sapiens eMerge™ solution was designed by us and its use requires special knowledge and training. If our current employees leave the Company or if a new project is undertaken by the Company and we need to hire new programmers or people to provide maintenance and professional services to our customers, we would have to train the new employees and consultants in Sapiens eMerge™. As a result, we would incur training costs and would have to delay implementation of projects and services until such individuals were adequately trained. In addition, once these individuals are initially trained, they would still be inexperienced with Sapiens eMerge™ and would take additional time to develop efficiency and proficiency with Sapiens eMerge™. As a result of these costs and delays, there could be a negative impact on our results of operations, our financial condition, our cash flows and our relationships with our customers.

Some of our potential customers are reluctant to purchase proprietary solutions.

Some customers of information technology solutions are reluctant to purchase solutions that are not off-the-shelf or widely used by a broad customer base. Since our Sapiens eMerge™ solution and our Sapiens INSIGHT™ suite of solutions are proprietary to us andrequire special knowledge and training, we have faced reluctance by potential customers to purchase our proprietary solutions. Such reluctance could have a negative impact on our results of operations and our financial condition.

As part of our business strategy, we may make acquisitions that could disrupt our business and harm our results of operations and financial condition.

As part of our growth strategy, we may consider acquiring complementary technologies, products and businesses. If we use capital stock in connection with such acquisitions, our existing shareholders may experience dilution. If we use cash or debt financing, our financial liquidity will be reduced, the holders of our debt would have claims on our assets ahead of holders of our Common Shares and our business operations may be restricted by the terms of any debt. An acquisition may involve nonrecurring charges or amortization of significant amounts of intangible assets, which would adversely affect our ability to achieve and maintain profitability. Attempted acquisitions may divert management, operational and financial resources from the conduct of our core business, and we may not complete any attempted acquisition.

If we decide to close or curtail the operations of our subsidiaries in Europe, we would incur substantial severance costs which would materially affect our results of operations in the short term and our revenues would be negatively impacted.

We have several subsidiaries in Europe. If we decide to close one or more of those subsidiaries or to reduce the workforce in one or more of those subsidiaries, we will be subject to severance pay laws and other laws regarding social benefits in Europe which would require us to pay substantial amounts. As a result, even cost-cutting measures would generate substantial additional costs in the short term which would have a material adverse affect on our results of operations. In addition, our revenues would be affected since existing customers in such countries may decide to stop working with us or not to renew agreements for additional terms.

The terms of our bank debt include a number of restrictive covenants which, if breached, could result in acceleration of our obligation to repay our debt.

Our loan and credit line agreements contain a number of conditions and limitations on the ways in which we can operate our business, including limitations on our ability to raise debt, sell or acquire assets and pay dividends. Our loan and credit line agreements also contain various covenants which require us to maintain certain financial ~~ratios~~performance milestones related to shareholders’ equity and operating results. These limitations and covenants may force us to pursue less than optimal business strategies or forego business arrangements which could have been financially advantageous to us or our shareholders. ~~In the fourth quarter of 2005, we did not fulfill the covenants.~~ There can be no assurance that we will fulfill these covenants or, if we do not fulfill one or more of these covenants, that we will receive from our lender banks waivers of the ~~necessity~~required fulfillment of ~~fulfilling~~ such covenants.

Our failure to comply with the covenants and restrictions contained in our loan and credit line agreements could lead to a default under the terms of these agreements. If a default occurs and we are unable to renegotiate the terms of the debt, the lenders could declare all amounts borrowed and all amounts due to them under the agreements due and payable. If we are unable to repay the debt, the lenders could foreclose on our assets that are subject to liens and sell our assets to satisfy the debt. As part of our loan agreements, the assets of our subsidiary in the United States are subject to a security interest and the assets of our subsidiaries in Israel and the United Kingdom are subject to a floating lien. Foreclosure on these assets could have a material adverse effect on our results of operations and financial condition.

Our ~~liquidity may be negatively affected due to outstanding obligations to investors in the discontinued operations of a subsidiary.~~

In April 2000, F.I.D. Holdings Ltd. and Israel Discount Bank Ltd. (the “Investors”) invested $15 million in eZoneXchange.com, Inc. (“eZone”), a subsidiary of the Company. The private placement to the Investors was accompanied by a Put/Call Agreement, according to which the Investors were granted the right to require us to repurchase their shares in the subsidiary beginning May 2004, in exchange for both cash and our Common Shares. In March 2004, we entered into a new agreement with the Investors which replaced the Put/Call Agreement and which restructured the remaining portion of the put option. Among other issues, we agreed to pay the Investors in two annual installments a total of $8.6 million plus interest at 7.5% a year by May 1, 2005. In May 2005, we entered into an agreement regarding the payment of the $4.0 million due May 1, 2005. We paid $2.0 million at the beginning of May 2005 and agreed to pay $1.0 million on April 1, 2006 and $1.0 million on August 1, 2006. The Investors may, at their sole discretion, convert all or any portion of the $1.0 million payable on August 1, 2006 into our Common Shares, at a conversion price per each share of $3.20. Payment of the balance of $2.0 million may affect our liquidity by reducing the cash reserves needed for financing our business activities or for meeting other obligations. In June 2006, we entered into a term sheet with the Investors whereby the Investors will convert the $1.0 million payment that was due on April 1, 2006 into our Common Shares and the payment of the $1.0 million payment due by August 1, 2006, will be delayed to August 1, 2007. The term sheet is subject to the execution of a binding agreement and subject to the fulfillment of certain conditions.

~~Our~~ future results could be adversely affected by an impairment of the value of certain intangible assets.

The assets listed in our consolidated balance sheet include, among other things, goodwill ~~valued at~~amounted to approximately $8.6 million, capitalized software development costs, ~~valued at~~net, amounted to approximately ~~$12.2~~$14.4 million, long-term deferred income taxes ~~valued at~~amounted to approximately ~~$3.6~~$2.2 million, and ~~purchased technologies valued at $950,000.~~short-term deferred income taxes amounted to approximately $1.0 million. The applicable accounting standards require that (a) goodwill be tested for impairment at least annually, and written down when impaired; (b) capitalized software costs be assessed for recoverability on a regular basis, to determine whether the amortization of the asset over its remaining life can be recovered through undiscounted future operating cash flows from the specific software product sold, in accordance with Statement of Financial Accounting Standard No. 86 (“Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed”); and (c) certain identifiable intangible assets such as deferred taxes be reviewed for impairment in certain circumstances; and (d) purchased technologies be assessed for recoverability on a regular basis, to determine whether the amortization of the asset over its remaining life can be recovered through undiscounted future operating cash flows from such asset.circumstances. If our goodwill, capitalized software development costs, or deferred tax assets, ~~or purchased technologies~~ were deemed to be impaired in whole or in part due to the Company not achieving its goals, we could be required to reduce or write off such assets, thus having to recognize additional expense in our statements of operations and to reduce our shareholders’ equity. In 2005, we increased our deferred income tax assets resulting from loss carry-forward and other tax credits by $658,000 and increased the related valuation by $1.5 million. We also recorded a write-off of tax advances in the amount of $783,000. As a result, our net deferred tax asset and tax advances were reduced by a total of $1.6 million.

Our quarterly results may be impacted by multiple short-term factors.

Our revenue and operating results could vary widely from quarter to quarter as a result of several different factors, such as the budgeting and purchasing practices of our customers, the length of ~~the customer~~our customers’ product evaluation process, the timing of our customers’ system conversions, the timing and cost of new product introductions and product enhancements, and the timing of any acquisitions and associated costs. Employee hiring and the rate of utilization of such employees may also affect our revenues and results of operations.

Our international operations involve inherent risks, such as foreign currency fluctuations and compliance with various regulatory and tax regimes.

Most of our revenues are derived from international operations that are conducted in local currencies as well as dollars. Changes in the value of such local currencies or the dollar relative to such local currencies may affect our financial position and results of operations. Gains and losses on translations to dollars of assets and liabilities may contribute to fluctuations in our financial position and results of operations. In certain locations, we engage in currency-hedging transactions intended to reduce the effect of fluctuations in foreign currency exchange rates on our financial position and results of operations. However, there can be no assurance that any such hedging transaction, if entered into, will materially reduce the effect of fluctuation in foreign currency exchange rates on such results. In addition, if for any reason exchange or price controls or other restrictions on the conversion of foreign currencies were imposed, our financial position and results of operations could be adversely affected.

Other potential risks that may impact our international business activities include longer accounts receivable payment cycles, the burdens of complying with a wide variety of foreign laws and changes in regulatory requirements, although such factors have not had a material adverse effect on our financial position or results of operations to date.

Formula Systems (1985) Ltd. and its parent company Emblaze Ltd., may exercise control and influence corporate actions that are potentially in conflict with our other public shareholders.

Formula Systems (1985) Ltd. (“Formula”), whose ~~ADR’s~~ADRs trade on ~~Nasdaq~~NASDAQ (under the trading symbol: FORTY) and whose shares trade on the ~~Tel Aviv Stock Exchange,~~TASE (under the trading symbol: FORT), directly ~~owns~~owned (as of ~~June 25, 2006) 7,661,187,~~April 1, 2009) 15,114,837, or approximately ~~60%~~70%, of our currently outstanding Common Shares.

In ~~June 2005,~~November 2006, Emblaze Ltd. (“Emblaze”), whose ordinary shares are traded on the London Stock Exchange (under the trading symbol: BLZ.L), purchased the controlling interest of Formula, ~~invested $2.0 million~~ and ~~received 1,041,667~~as a result, control of ~~our Common Shares. In June 2006, we entered into a term sheet with~~us. As of April 1, 2009, Emblaze owned 51.7% of the outstanding share capital of Formula ~~Systems (1985) Ltd. regarding a $2.0 million investment in the Company.~~and, therefore, has an indirect controlling influence over us.

Emblaze, through Formula, is and may continue to be in a position to exercise control over most matters requiring shareholder approval. Formula may use its share ownership or representation on our ~~board~~Board of ~~directors~~Directors to substantially influence corporate actions that conflict with the interests of our other public shareholders including, without limitation, changing the size and composition of ~~the board~~our Board of ~~directors~~Directors and committees of our ~~board~~Board of ~~directors,~~Directors, causing the issuance of further securities, amending our governing documents or otherwise controlling the outcome of shareholder votes. Further, actions by Formula with respect to the disposition of the ~~shares~~Common Shares it beneficially owns, or the perception that such actions may occur, may adversely affect the trading price of our ~~shares.~~Common Shares.

~~The implementation~~Eli Reifman and Guy Bernstein from Emblaze, Hadas Gazit Kaiser (formally from Emblaze) of ~~SFAS No. 123(R), which requires us to record compensation expenses in connection with equity share based compensation may negatively affect our results~~Magic Enterprises Ltd, an affiliate of ~~operations.~~

~~On December 16, 2004, the Financial Accounting Standards Board (FASB) issued Statement No. 123 (revised 2004), Share-Based Payment (“SFAS No. 123(R)”), which is a revision~~ours, and Naamit Salomon of SFAS No. 123. Generally, the approach in SFAS 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123 permitted, but did not require, share-based payments to employees to be recognized on the basis of their fair values while SFAS No. 123(R) requires, as of the first quarter of 2006,Formula, are all share-based payments to employees to be recognized based on their fair values. SFAS No. 123(R) also revises, clarifies and expands guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to reporting periods. The adoption of SFAS No. 123(R) may have a significant effect on our results of operations. In addition, such adoption could also limit our ability to continue to use stock options as an incentive and retention tool, which could, in turn, hurt our ability to recruit employees and retain existing employees. Accordingly, we adopted SFAS No. 123(R) on January 1, 2006. We will implement SFAS No. 123(R) using the modified prospective method. Under this method, we will begin recognizing compensation cost for equity-based compensation for all new awards and to awards modified, repurchased or cancelled after January 1, 2006. The impact of the adoption of SFAS No. 123(R) cannot be predicted at this time because it will depend also on levels of share-based compensation granted in the future. Had we adopted SFAS No. 123(R) in 2005, the impact of that standard would have approximated $2.6 million, as described in the disclosure of pro forma net loss and earnings per share in our consolidated financial statements. See Notes 2t and 2vmembers of our ~~consolidated financial statements for a description~~Board of ~~SFAS No. 123(R) and its expected effect on~~Directors. Eli Reifman serves as Chairman of our ~~losses and losses per share.~~Board of Directors.

~~We may be~~If we are classified as a passive foreign investment company, ~~and, as a result,~~ our U.S. shareholders may suffer adverse tax consequences.

Generally, if for any taxable year, after applying certain look-through rules, 75% or more of our gross income is passive income, or at least 50% of the value of our assets are held for the production of, or produce, passive income, we may be characterized as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. This characterization could result in adverse U.S. tax consequences to our shareholders who are U.S. taxpayers, including having gain realized on the sale of our Common Shares being treated as ordinary income rather than capital gain income and could result in punitive interest charges being applied to such sales proceeds. Rules similar to those applicable to dispositions apply to amounts treated as “excess distributions.”

We believe we were not a PFIC in 2008, just as we believe we were not a PFIC for at least the past 5 years. We currently expect that we will not be a PFIC in 2009. However, PFIC status is determined as of the end of the taxable year and is dependent on a number of factors. Therefore, there can be no assurance that we will not become a PFIC for the year ending December 31, 2009 or in a future taxable year. U.S. shareholders should consult with their own U.S. tax advisors with respect to the U.S. tax consequences of investing in our Common Shares.

We believe we were not a PFIC in 2005. We currently expect that we will not be a PFIC in 2006. However, PFIC status is determined as of the end of the taxable year and is dependent on a number of factors, including the relative value of our passive assets and our non-passive assets, our market capitalization and the amount and type of our gross income. Therefore, there can be no assurance that we will not become a PFIC for the year ending December 31, 2006 or in a future year. For a discussion of how we might be characterized as a PFIC and related tax consequences, please seeItem ~~10,~~10.E, “Additional Information – Taxation -– U.S. Federal Income Tax ~~Considerations-Tax~~Considerations – Tax Consequences if We ~~are~~Are a Passive Foreign Investment Company.”

Risks Relating to Conducting Business in Israel

We face currency exchange risks, as changes in exchange rates between the US dollar and other currencies, especially the NIS, may negatively impact our costs.

Exchange rate fluctuations between the US dollar and other currencies which we and our subsidiaries use, especially the NIS, may negatively affect our earnings. Moreover, a significant portion of our expenses, including research and development, personnel and facilities-related expenses, are incurred in Israel, in NIS. In addition, our obligations under the debentures that we issued are linked to the US dollar only if the exchange rate between the NIS and the US dollar is greater than NIS 4.394 per 1 US dollar. (On March 31, 2009, the exchange rate between the NIS and the US dollar was NIS 4.188 per 1 US dollar.) Consequently, we are exposed to the risk of appreciation of the NIS vis-à-vis the US dollar. This appreciation would cause, and in 2008 did cause, an increase in our expenses as recorded in our US dollar denominated financial statements even though the expenses denominated in local currencies remains unchanged. Accordingly, our level of revenues and profits may be adversely affected by exchange rate fluctuations.

Due to the appreciation of the NIS vis-à-vis the US dollar in 2008 and the exchange rate fluctuations between the U.S. dollar and other currencies which we and our subsidiaries use, our foreign currency transaction differences, net, decreased to approximately $0.3 million in 2008, from $0.7 million in 2007. See Note 15.b to our consolidated financial statements. Since December 31, 2008, the US dollar has strengthened vis-à-vis the NIS by approximately 10% and the NIS/US dollar exchange rate as of March 31, 2009 was NIS 4.188 per 1 U.S. dollar.

We cannot predict any future trends in the US dollar/ NIS exchange rate. We cannot assure you that we will not be materially affected in the future from currency exchange rate fluctuations. See Item 11- “Quantitative and Qualitative Disclosures about Market Risk – Foreign Currency Risk.”

Conducting business in Israel entails certain inherent risks that could harm our business.

~~We have offices~~Our corporate headquarters and research and development facilities are located in the State of Israel. Political, economic and military conditions in Israel directly affect our operations. We could be adversely affected by any major hostilities involving Israel, the interruption or curtailment of trade between Israel and its trading partners or a significant downturn in the economic or financial condition of Israel. In addition, several countries still restrict business with Israel and with companies doing business in Israel. ~~We do not believe that the~~These political, economic and ~~security situation has had any~~military conditions in Israel could have a material ~~impact~~adverse effect on our business, ~~to date; however, we can give no assurance that security~~financial condition, results of operations and ~~political conditions will have no such effect in the future.~~future growth.

Since September 2000, there has been a marked increase in violence, civil unrest and hostility, including armed clashes, between the State of Israel and the Palestinians, and acts of terror have been committed inside Israel and against Israeli targets in the West Bank and Gaza. These developments have adversely affected the regional peace process, placed the Israeli economy under significant stress, and have negatively influenced Israel’s relationship with several Arab countries. ~~In August 2005, Israel evacuated all Israeli settlements~~The establishment in ~~the Gaza Strip and four settlements in the West Bank. In January~~ 2006 ~~Hamas won the elections~~of a government in the Palestinian Authority by representatives of the Hamas militant group resulted in an escalation in violence among Israel, the Palestinian Authority and ~~on March 28,~~other groups and has created additional unrest and uncertainty in the region. Further, during the summer of 2006, ~~elections~~Israel was engaged in a war with Hezbollah, a Lebanese Islamist Shiite militia group, which involved rockets being fired from Lebanon up to 50 miles into Israel and disrupted most day-to-day civilian activity in northern Israel. In January 2009, Israel engaged in a military action against Hamas in Gaza to prevent continued rocket attacks against Israel. These developments have further strained relations between Israel and the ~~Israeli parliament were held in Israel. The implications of these developments cannot at this time be foreseen.~~Palestinians. Any future armed conflict, political instability or violence in the region, including acts of terrorism, may have a negative effect on our business condition, harm our results of operations and adversely affect our share price.

Some of our executive officers and employees in Israel are obligated to perform military reserve duty, currently consisting of approximately 30 days of service ~~annually.~~annually (or more for reserves officers or citizens with certain occupations). Additionally, they are subject to being called to active duty at any time upon the outbreak of hostilities. While we have operated effectively under these requirements since the establishment of Sapiens, no assessment can be made as to the full impact of such requirements on our business or work force and no prediction can be made as to the effect on us of any expansion of such obligations.

~~We intend to rely upon tax benefits from the State of Israel, benefits that in certain circumstances may not be available to us as anticipated.~~11

Our subsidiary, Sapiens Technologies (1982) Ltd., which is incorporated in Israel, was granted “Approved Enterprise” status by the Investment Center of the Israeli government for six investment programs in 1984, 1991, 1993, 1995, 1998 and 2000 under the Law for Encouragement of Capital Investments, 1959. We are eligible for certain tax benefits based on this status. In order to receive these tax benefits, Sapiens Technologies must comply with two material conditions: (a) it must invest a certain amount in property and equipment, and (b) it must finance a certain portion of these investments out of equity capital. We believe that Sapiens Technologies has complied with these conditions. If the Investment Center determines that we failed to comply with the conditions summarized above, these past benefits may be canceled, reduced or rendered unavailable to us, which could have a material adverse effect on our results of operations and financial condition. On April 1, 2005, an amendment to the Law for Encouragement of Capital Investments, 1959, came into force. See Note 13 of our consolidated financial statements for a description of the amendment to the Law for Encouragement of Capital Investments, 1959 and its possible effects on our results of operations and financial condition.

Risks Related to the Market for our Common Shares

If we fail to meet the standards for continued listing of our shares on ~~Nasdaq,~~NASDAQ, the shares could be de-listed from the ~~Nasdaq~~NASDAQ Capital Market.

A company must continue to comply with several requirements in order to remain listed on ~~Nasdaq.~~NASDAQ. One of the requirements is that a company maintain a $1.00 minimum ~~shareholders’ equity of $2.5 million (“Minimum Shareholders’ Equity~~bid price (the “Minimum Bid Price Requirement”). At

Under the ~~end~~NASDAQ Marketplace Rules, a failure to meet the continued listing requirement for minimum bid price on the NASDAQ Capital Market shall be determined to exist only if the deficiency continues for a period of ~~the second quarter of 2005, our shareholders’ equity was below $10,000,000 which is~~30 consecutive business days. On March 20, 2009, NASDAQ suspended the Minimum ~~Shareholders’ Equity~~Bid Price Requirement ~~for continued listing~~until July 19, 2009.

Since February 17, 2009, the closing price of our Common Shares on the ~~Nasdaq National Market. As a result of a notice we received from Nasdaq, we applied to transfer the listing~~NASDAQ Capital Market has been below $1.00. The closing price of our ~~shares from the Nasdaq National Market, and on September 28, 2005, our shares began to trade~~Common Shares on the ~~Nasdaq~~NASDAQ Capital Market, ~~(formerly known as the Nasdaq SmallCap Market). At the end of the first quarter of 2006, our shareholders’ equity~~on April 17, 2009, was ~~$2.2 million. On June 5, 2006, we received a letter from Nasdaq indicating that~~$0.81 per share.

If we fail to comply with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. On June 27, 2006, we submitted to Nasdaq a plan to achieve and sustain compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. If our plan is not approved and if we fail to re-gain and maintain such compliance,Minimum Bid Price Requirement, our Common Shares could be de-listed from the ~~Nasdaq~~NASDAQ Capital Market, which could have a material adverse effect on our share prices and our standing with current and future investors. In addition, if we are de-listed from the ~~Nasdaq~~NASDAQ Capital Market, we may no longer be eligible for certain benefits granted by the Israel Securities Law to companies that are “dual listed” on the Tel Aviv Stock Exchange and a foreign (non-Israeli) securities exchange. The removal of such benefits would require us to incur additional costs relating to periodic reporting in Israel and would have a material impact on our results of operations.

In addition to maintaining compliance with the Minimum Shareholders’ Equity Requirement, a company must continue to comply with other requirements in order to remain listed on Nasdaq. One of those requirements is that a company maintain a $1.00 minimum bid price (the “Minimum Bid Price Requirement”). In June 2003, we implemented a 1-for-5 reverse stock split of our Common Shares, to meet the Minimum Bid Price Requirement. It is our intent to comply with and meet the requirements for continued listing on Nasdaq. The closing price of our common shares on the Nasdaq capital Market, on June 26, 2006, was $1.30 per share.

There can be no assurance that we will continue to meet all of the requirements for ~~continues Nasdaq~~continued NASDAQ listing. Failure to meet one of ~~Nasdaq’s~~NASDAQ’s continued listing standards could result in the delisting of our Common Shares from ~~Nasdaq.~~NASDAQ.

Our Common Shares are traded on more than one market and this may result in price variations.

Our Common Shares are traded on ~~Nasdaq~~the NASDAQ Capital Market and the ~~Tel Aviv Stock Exchange.~~TASE. Trading in our Common Shares on these markets will be made in different currencies ~~(dollars~~(US dollars on the ~~Nasdaq~~NASDAQ Capital Market and NIS on the ~~Tel Aviv Stock Exchange)~~TASE), and at different times (resulting from different time zones, different trading days and different public holidays in the U.S. and Israel). The trading prices of our Common Shares on these two markets may differ due to these and other factors. Any decrease in the trading price of our Common Shares on one of these markets could cause a decrease in the trading price of our Common Shares on the other market.

There is very little trading volume offor our ~~shares,~~Common Shares, which causes the stock price to be volatile and which may lead to losses by investors.

There is very little trading volume offor our ~~shares,~~Common Shares, both on ~~Nasdaq~~the NASDAQ Capital Market and the ~~Tel Aviv Stock Exchange.~~TASE. As a result, our ~~shares~~Common Shares have experienced significant market price volatility in the past and may experience significant market price and volume fluctuations in the future, in response to factors such as announcements of developments related to our business, announcements by competitors, quarterly fluctuations in our financial results and general conditions in the industry in which we compete.


ITEM 4.		INFORMATION ON THE COMPANY


A.	History and Development of the ~~Company~~Company.

Corporate Details

Our legal and commercial name is Sapiens International Corporation N.V., and we were incorporated and registered in the Netherlands Antilles on April 6, 1990. We are a public limited liability company and operate under the provisions of the Netherlands Antilles Commercial Code. Our registered office is located at Landhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao, Netherlands Antilles and our telephone number in Curaçao is + ~~599-97366-277. Fortis Intertrust (Curaçao)~~5999-736-6277. United International Trust N.V. is the Company’s agent in Curaçao and serves as a member of our Board of Directors. Our World Wide Web address is www.sapiens.com. The information contained on the web site is not a part of this annual report.

~~Important Business Developments~~ We did not have any important events in the development of our business since January 1, ~~2005~~

In September 2004, we purchased the technologies underlying the INSIGHT™ for Closed Books solution from Liverpool Victoria, for a minimum amount of approximately $1.7 million to be paid in 4 annual installments, beginning December 31, 2005. Under certain conditions set forth in the agreement, the consideration may increase in the future, based on the number of policies administered by such solution.

As of the date of this annual report, we have not yet made the payment in the amount of $340,000 that was due on December 31, 2005. We are currently negotiating with Liverpool Victoria regarding the timing of such payment.

In May 2005, we entered into an agreement with the F.I.D. Holdings Ltd. and Israel Discount Bank Ltd., the investors in eZoneXchange.com, Inc. (the “Investors”), regarding the payment of the remaining $4.0 million due to the Investors, pursuant to the March 2004 agreement between us and the Investors. We agreed to pay $2.0 million on May 2, 2005, $1.0 million by April 1, 2006 and $1.0 million by August 1, 2006. The Investors may, at their sole discretion, convert all or any portion of the $1.0 million payable on August 1, 2006 into our Common Shares, at a conversion price per each share of $3.20. In addition, the interest to be paid on the outstanding principal amount was changed to LIBOR plus 2.5%. The first installment of $2.0 million was paid as required at the beginning of May 2005. In June 2006, we entered into a term sheet with the Investors whereby the Investors will convert the $1.0 million payment that was due on April 1, 2006 into our Common Shares and the payment of the $1.0 million payment due by August 1, 2006, will be delayed to August 1, 2007. The term sheet is subject to the execution of a binding agreement and subject to the fulfillment of certain conditions.

~~(For further details about the transaction with FID, see Item 10, “Additional Information – Material Contracts.”)~~

In June 2005, we entered into a share purchase agreement with our major shareholder, Formula, whereby Formula invested $2.0 million in Sapiens, and we issued 1,041,667 shares to Formula, at a purchase price per share of $1.92, which was the average closing price for the 10 day period prior to the execution of the agreement. The shares issued pursuant to the June 2005 were granted “piggyback” registration rights, similar to those granted to Formula and Yarnfield International Limited (now Magnum Technology Limited) in their 2001 investment.

~~In the fourth quarter of 2005, we did not meet the covenant contained in our loan agreements pertaining to maintenance of certain quarterly earnings.~~

In June 2006, we entered into a term sheet with Formula pursuant to which Formula will invest $2.0 million in the Company. The potential investment is subject to the execution of a binding agreement and subject to the completion of certain closing conditions. The purchase price per share will be equal to the average closing price for the 10 day period prior to the execution of the agreement being entered into.

In June 2006, we entered into a term sheet with F.I.D. Holdings Ltd. and Israel Discount Bank Ltd., regarding the conversion of the $1.0 million payment that was due to them on April 1, 2006 into our Common Shares, at a conversion price per share equal to the average closing price for the 10 day period prior to the execution of the agreement being entered into, and the delaying until August 1, 2007 of the $1.0 million payment that is currently due on August 1, 2006. The term sheet is subject to the execution of a binding agreement and subject to the fulfillment of certain conditions.

~~(For further details about our agreements transaction with F.I.D. Holdings Ltd. and Israel Discount Bank Ltd, see Item 10, “Additional Information – Material Contracts.”)~~

~~On June 27, 2006, we entered into agreements for a new revolving credit line facility for borrowings of up to $9.2 million, until June 30, 2007.~~

~~(For further details about the credit lines, see Item 5 “Operating and Financial Review and Prospects - B. Liquidity and Capital Resources – Credit Lines.”)~~2008.

Capital Expenditures and Divestitures since January 1, ~~2003~~2006

Our principal capital expenditures during the last three years related mainly to the purchase of computer equipment and software for use by our subsidiaries. These capital expenditures totaled ~~$750,000~~$276,000 in ~~2003, $442,000~~2006, $ 190,000 in ~~2004~~2007 and ~~$366,000 in 2005.~~$768,000in 2008.


B.	Business ~~Overview~~Overview.

We are a global provider of information technology (“IT”) solutions that modernize business processes to enable insurance and other leading companies to quickly adapt to change. Our solutions, sold as customizable software modules, align IT with business demands for speed, flexibility and efficiency. Our solutions are supplemented by our technology, methodology and consulting services, which address the complex issues related to the life-cycle of enterprise business applications. Our solutions include scalable insurance applications that we have developed for leading organizations such as AXA, Norwich Union, Liverpool Victoria, IAT Group, ING, OneBeacon, Principal Financial Group, the Surplus Line Association of California, Allianz Group, Texas Farm Bureau Insurance Companies, ~~Menorah~~Menora Mivtachim Insurance and ~~Mivtachim Pension Funds.~~Santam. Our service offerings include a standard consulting offering that helps customers make better use of IT in order to achieve its business objectives.

Our core technology, Sapiens eMerge™, is a rules-based application ~~development suite~~model-driven middleware that utilizes standard modeling such Unified Modeling Language, or UML, and Domain Specific Language ,or DSL, which enables ~~rapid solution development for complex mission-critical enterprises~~the creation of mission critical core enterprise applications with little or no coding using agile methodologies. We have many production proven adaptors which allow customers to ~~deliver new functionality,~~ achieve legacy modernization and enterprise application integration. We believe that our understanding of the insurance marketplace and broad experience in mainframe-based legacy systems, backed by the high return on investment made possible by Sapiens eMerge™, help our customers gain a competitive edge in the rapidly changing business world while maximizing the value of their investments in existing IT systems.

Our primary goal is to rise to a position of global leadership in delivering strategic business software solutions to the insurance industry, selling Sapiens INSIGHT™, our suite of modular business software solutions. Our mission is to drive customer profitability in the global insurance industry through thought leadership and the proven delivery methodology of our innovative solutions. We plan to achieve this objective by combining our ~~subject matter~~insurance expertise and extensive experience in implementing feature-rich, robust, high volume solutions in order to deliver to our clients customizable software products for life insurance, pensions and annuities, general insurance, reinsurance ~~underwriting~~ and ~~loans and mortgages.~~specialized underwriting. The primary building block of our Sapiens INSIGHT™ solution remains Sapiens eMerge™, our business rules engine that has evolved and matured over the course of thousands of man-years of research and development efforts. Sapiens eMerge™, which serves over 100 of our clients worldwide, reduces the cost of business software development and maintenance.

We market our solutions globally through our direct sales force and through marketing alliances with global IT providers, such as IBM Corporation, Microsoft, RedHat and Electronic Data Systems Corporation. ~~Sapiens has~~We have cooperated with IBM Corporation for over 10 years at what IBM refers to as a “Premier Business Partner” level. Currently, ~~the Company works~~we work with IBM on solutions, joint development, testing, validation and marketing. Through this and other business alliances, ~~Sapiens has~~we have developed extensive knowledge in mainframe and mid-range systems, including CICS, DB2, ~~MQSeries~~MQ and the WebSphere e-business platform. We are also a member of IBM’s Insurance Application Architecture (IAA) group and the ISV Advantage Program for the Small and Medium Business insurance market segment. We have recently qualified as a Microsoft certified partner for the eMerge platform and cooperate with Microsoft based on the eMerge 4 .NET released in 2008. These alliances enable us to reach a broader base of customers while complementing our partners’ offerings.

Industry Background

The global insurance industry is ~~at a crossroads; facing increased underwriting risks, a~~ highly competitive, ~~landscape,~~constantly facing new regulations, ~~complicated~~multiple sales channels and demanding customers.

~~The insurance industry is struggling~~Insurance organizations are required to meet heightened needs of intermediaries and customers that have grown to expect information and answers immediately on request. ~~Increased competition, demographic trends, legislative and regulatory requirements, recent disasters and escalating operational costs add to the complex challenges insurance organizations face today.~~

While insurance companies’ current systems may not be appropriate for current challenges and may be outdated, they are still an important part of an organization because of the vast investment of business know-how and rules, as well as the amounts of information they contain. Replacing them could cause a significant loss of business productivity.

Businesses try to address these challenges in a variety of ways. Certain companies choose to dedicate significant in-house IT resources to address these issues. In many cases, however, organizations lack the requisite internal resources and know-how. As a result, many of these organizations rely on the expertise of external IT service providers.

Our Business Solutions for the Insurance Industry

Our management has focused the Company’s resources on delivering solutions to help the insurance industry become more agile in the face of the new and rapidly changing business environment described above, while simultaneously reducing IT costs.

By creating ~~interdisciplinary~~cross-functional teams and working with leading insurance companies, we have formulated Sapiens ~~has formulated~~ INSIGHT™, a suite of modular business software solutions that make use of existing assets to quickly and cost-effectively modernize business processes that are the key to survival in the current, challenging insurance landscape. Our Sapiens INSIGHT™ insurance solutions suite is already helping enterprises adapt to the marketplace’s time and cost pressures.

15We collaborate with our customers to tailor the Sapiens INSIGHT™ solutions to achieve the unique operational performance goals of each organization. In addition, we have executed independent projects for the insurance market, providing enhanced information access and visibility to empower the sales, agent and broker community, thus accelerating transaction processing for improved customer service and business efficiency. Our insurance solutions, which include the Sapiens INSIGHT™ family, are based on Sapiens eMerge™, our rules-based rapid application development (RAD) suite, which enables rapid solution development and maintenance. The Sapiens INSIGHT™ modules therefore allow the codifying of carriers’ implicit business rules into explicit, executable technical rules. The transition to a rules-based system allows for rapid interactive development by technical and business personnel, allowing business users to make changes using everyday language rules rather than application code. Our insurance solutions are compatible with a variety of platforms including IBM System z, IBM System i and HP UNIX at the host-side and Intel-based Web servers. They are also compatible with open architecture standards such as ..NET, Java EE, XML, Web Services and application server platforms such as IBM’s WebSphere™.

Sapiens INSIGHT™ is designed for the general (property and casualty) and life insurance markets. These solutions can be customized to match specific legacy systems and business requirements, while providing pre-configured functionality. These solutions can be used independently or together as follows:

* Sapiens INSIGHT™ for Property & Casualty

INSIGHT™ for Property & Casualty (formerly known as Policy INSIGHT™) is a ~~fully functional,~~ general insurance policy administration solution that makes it easier for brokers and agents to do business with carriers. By automating the process, this web-enabled solution reduces the cost of doing business and optimizes risk selection through the use of rules based underwriting. ~~INSIGHT™~~SapiensINSIGHT™ for Property & Casualty is designed to improve internal efficiencies and simplify and accelerate the cycle of new business, and property and casualty policy processing and administration, by automating policy lifecycle processes and by allowing business analysts to quickly respond to changing rate and regulation issues. The solution also provides functionality supporting the rapid development and launch of new products to keep pace with competitive pressures and market opportunities. ~~INSIGHT™~~SapiensINSIGHT™ for Property & Casualty is available as a complete package, or in individual modules. ~~Some of the individual modules are: Policy Administration, Billing, Claims, Commissions and Reinsurance.~~

* Sapiens INSIGHT™ for Life & Pensions (INSIGHT™ for Life & Annuities)Health)

~~INSIGHT™~~SapiensINSIGHT™ for Life & Pensions, known in the United States as ~~INSIGHT™~~SapiensINSIGHT™ for Life & ~~Annuities,~~Health, is a powerful and comprehensive framework-based life and pensions solution that serves companies administering life insurance, pension funds, health insurance and saving plans.

~~INSIGHT™~~SapiensINSIGHT™ for Life & Pensions is dynamic, highly customizable and can be easily accommodated to administer changes in processes. It is fully web-enabled, prepared to utilize the advantages of the Internet and intranets.

~~INSIGHT™~~SapiensINSIGHT™ for Life & Pensions consists of the following independent modules that can be implemented together or only individually:

	—
	—	Processes Management - An efficient processes management module, which is very easy to build and maintain

	—
	—	Products Management - Set of tools that enables minimum time-to-market

	—
	—	Dossier Administration

	—
	—	Surrender Value and Paid-Up policies processes

	—
	—	Billing and Collection

	—
	—	Funds Revaluation

	—
	—	Investment Gateway

* Sapiens INSIGHT™ for Underwriting

~~INSIGHT™~~SapiensINSIGHT™ for Underwriting (formerly MediRisk INSIGHT™) is an underwriting solution for life, health and disability insurance. It reduces a customer’s costs by automating a larger portion of the process of evaluating the risks of new business and by streamlining the procedures for handling new business. By using this solution, an insurance company can make underwriting assessments on new cases earlier in the business cycle and achieve greater consistency in its decision-making. We market Sapiens INSIGHT™ for Underwriting on the basis of licensing and distribution agreements with MediRisk Solutions Ltd., which developed ~~the solution~~ and holds the intellectual property rights to ~~it.~~the solution. Sapiens holds a minority interest (approximately 10%) in MediRisk Solutions Ltd.

* Sapiens INSIGHT™ for Reinsurance

~~INSIGHT™~~SapiensINSIGHT™ for Reinsurance is a ~~sophisticated~~functional-rich solution for the insurance market, designed to support insurance carriers and reinsurers in the management of all types of reinsurance for the general (property and casualty) insurance market, according to the rapidly changing requirements of the international reinsurance market. This state-of-the-art, web-enabled solution streamlines and reduces the cost of handling all reinsurance functions through automation, is based on ACORD standards and B2B XML technology, and is designed for a multi- language, multi- currency, multi- company environment.

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* Sapiens INSIGHT™ for Claims

~~INSIGHT™~~SapiensINSIGHT™ for Claims is a solution that effectively manages and streamlines the information flow of claim handling across an insurance provider’s entire organization. The claims handled include disability and maturity claims (annuities, pensions), death claims and health claims. This solution uses highly accessible business rules and messaging standards and allows the use of a company’s existing information assets. Thus, the solution improves operational efficiency and enables better and more versatile customer service capabilities, with the goal of providing faster return on investment by reducing the total claims payout.

*Sapiens INSIGHT™ for Closed Books

~~INSIGHT™~~SapiensINSIGHT™ for Closed Books ~~also known as LifeLite,~~ is a solution for life ~~insurance companies~~ and pension ~~funds~~insurance companies seeking ways to reduce the cost of maintaining ~~long-term~~ closed books of business, ~~that is, lines of business that~~where products are no longer ~~current.~~open to new business. We provide customizable solutions that enable companies to efficiently and more effectively administer policies and claims relating to closed ~~books. Lower ongoing cost of ownership~~books, leading to significantly lower business administration and IT costs. The solution is ~~achieved by replacing “old” systems (which reflect out-dated business models and working practices with long processing cycles and limited on-line functionality) with~~based on modern technology and a Web browser user interface. ~~In September 2004, we purchased the technologies underlying the~~Sapiens INSIGHT™ for Closed Books ~~solution from~~is currently deployed at Liverpool Victoria Friendly Society, ~~Limited.~~

~~By creating cross-functional teams and partnering with leading insurance companies, we have developed~~ the ~~Sapiens INSIGHT™ insurance solutions suite that is already helping enterprises adapt to~~largest Friendly Society in the ~~marketplace’s time and cost pressures.~~United Kingdom.

We collaborate with our customers to tailor the INSIGHT™ solutions to achieve the unique operational performance goals of each organization. In addition, we have executed independent projects for the insurance market, providing enhanced information access and visibility to empower the sales, agent and broker community, thus accelerating transaction processing for improved customer service and business efficiency. Our insurance solutions, which include the INSIGHT™ family, are based on Sapiens eMerge™, our rules-based rapid application development (RAD) suite, which enables rapid solution development and maintenance. The INSIGHT™ modules therefore allow the codifying of carriers’ implicit business rules into explicit, executable technical rules. The transition to a rules-based system allows for rapid interactive development by technical and business personnel, allowing business users to make changes using everyday language rules rather than application code. Sapiens’ insurance solutions are compatible with a variety of platforms including IBM zSeries, IBM iSeries and HP UNIX at the host-side and Intel-based Web servers. They are also compatible with open architecture standards such as .NET, J2EE, XML, Web Services and application server platforms such as IBM’s WebSphere™.

~~Services~~

Outsourcing of Application Maintenance. Our outsourcing services developed from our strong, long-term relationships with our customers. We are currently servicing multi-year outsourcing contracts with blue-chip customers involving mission-critical systems. The outsourcing projects are performed either on or off the customers’ premises.

IT Services. We provide customers with specialized IT services in many areas, including project management and technical assistance. Our personnel work with the customer for the duration of the entire project, collectively undertaking design, development and deployment tasks, coupled with hands-on-training, to achieve a rapid software solution that matches the customer’s business and IT goals. We have also evolved our service offerings to include a strategy-based discovery and analysis blueprint that helps improve the IT impact on a company’s business objectives.

Our Core Technology- Sapiens eMerge™

~~Sapiens’~~Our solutions are built on Sapiens eMerge™. Sapiens eMerge™ is a data-driven, rules-based, enterprise-scale transaction engine that facilitates business process integrity, application scalability and high performance. Its foundation is a rules-based development tool and repository that imposes easily-coded business rules, lending unconventional speed, visibility, agility and cost-effectiveness to the business software lifecycle. The use of Sapiens eMerge™ reduces the complexity of programming so that new applications and modifications of existing ones can be produced in a much shorter time frame than through conventional programming.

Another key advantage of Sapiens eMerge™ is the ability to extend the productive life of older computer systems, while at the same time providing the basis for using new generation Internet and service-oriented technologies. The use of rapid application development allows enterprise-specific enhancements to be made in a shorter time and with a greatly reduced maintenance burden when compared to other technologies.

Sapiens eMerge™is based on a multi-level architecture and operates in multi-platform environments, encompassing many hardware vendors, operating system environments and databases. Host-side platforms supported include IBM’s ~~S/390~~System z (zSeries), ~~AS/400~~System i (iSeries), HP-UNIX, Linux and ~~HP-UNIX.~~windows server. Sapiens eMerge™supports databases such as DB2, VSAM, IMS, DB2/400 Oracle and ~~Informix.~~SQL server. Since Sapiens eMerge™exemplifies open systems and cross-platform capabilities, solutions developed with it can be seamlessly migrated from platform to platform and from database to database.

Development, deployment, integration and administration of applications are all accomplished through the technology components of Sapiens eMerge™, providing customers with flexible, scalable and feature-rich systems.

Our Services

Outsourcing of Application Maintenance. Our outsourcing services performed on our customers’ applications, developed from our strong, long-term relationships with our customers. We are currently servicing multi-year outsourcing contracts involving mission-critical systems. The outsourcing engagements are typically performed with a combination of onsite and offsite mix as required by our customers.

IT Services. We provide customers with specialized IT services in many areas, including project management, application development/enhancements, application platform porting services and general technical assistance. Our personnel work with the customer for the duration of the entire project through proven methodologies on a fixed price and time basis. These IT services can be classified as: (1) consulting services that are not deemed essential to the functionality of the license (such as migration of applications to various platforms and technical assistance with project management), and (2) consulting services that involve significant implementation and customization of our software to customer specific requirements.

Key Benefits of our Technology to our Customers

—Fast Time to Market and High Return on ~~Investment.~~Investment. Our combination of a Rapid Application Development (RAD) methodology, rules-based development tools and experienced consultants has resulted in significant productivity increases at customer sites. Declarative development with business rules replaces traditional programming methods, addressing the full application life cycle, meaning that no programming code development is required. Sapiens eMerge™also employs a “positive inference” engine that streamlines application development by requiring only the definition of standard situations, while automatically generating the logic required to handle the non-standard ones. This represents a reduction in logic specification and application maintenance and greatly enhances the quality of the delivered application compared to conventional development environments where most “bugs” arise in the non-standard logic.

—Strong Technical ~~Competence.~~Competence. Our solutions enable organizations to capitalize on their existing large-scale applications and data by non-intrusively integrating them with modern applications and technologies. Our solutions not only extend the productive life of older computer systems but simultaneously provide a migration path to next-generation technologies. Our solutions are designed for an extensive list of computing platforms and technologies including IBM zSeries and iSeries, HP-Unix at the host server-side and Windows 2000 / XP Web ~~Servers; due~~Servers. Due to the separation between business logic, data access logic and presentation logic, applications developed for a particular computing platform and database are seamlessly portable to other supported computing platforms and databases. The platform-independent nature of our solutions allows them to be scaled according to the needs of the organization. Sapiens eMerge™ has proven to be extremely scalable, allowing the daily execution of hundreds of millions of business rules for tens of thousands of concurrent users.

Customers for Our Products

Sapiens INISGHT™

We market our Sapiens INISGHT™ suite of solutions to insurance organizations in four main categories: Property & Casualty (known as General Insurance in United Kingdom); Life and Pensions (known as Life and Health in the United States), Reinsurance and Medical Underwriting. Our customers and target markets have direct written premiums in the range of $80 million to in excess of $5 billion per year. However, given the flexibility and modularity of the Sapiens INISGHT™ suite of solutions, our offerings can accommodate most situations and budgets.

Sapiens eMerge™

We market Sapiens eMerge™ primarily to corporate clients and government entities with large information technology budgets and ongoing maintenance and development needs. Our corporate customers include, among others, insurance companies, banks and other companies offering financial services, ~~and~~as well as companies in the manufacturing and transportation sectors.

The principal markets in which we compete are located in North America, Europe, Israel and Japan. As of December 31, ~~2005,~~2008, we had approximately ~~140~~110 customers in all the geographical areas in which we operate. Of these, ~~the~~our primary customers were Menora Mivtachim Insurance, the Israeli Ministry of Labor, Elbit Systems Ltd., EDS Credit Services Limited, ~~Menorah~~Texas Farm Bureau Insurance Companies, Liverpool Victoria Friendly Society Limited, Occidental Fire and Casualty Company of North Carolina, ~~Computer Sciences~~AXA Corporation, Haworth Inc., Mazda Motors and ~~Texas Farm Bureau Insurance Companies, accounting~~VSN, which collectively accounted for ~~38%~~approximately 62% of our gross revenues during ~~2005.~~2008.

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Competition

The market for enterprise software solutions is highly competitive and characterized by rapidly changing technology, evolving industry standards and customer requirements, and frequent innovations. On the operational level, insurance companies are focusing their business in an attempt to reduce costs and maximize efficiency, and to respond to frequent changes in regulations. Insurance companies need a solution that provides flexible management of business processes, support for rapid changes in regulations and fast time to market. The INSIGHT™ suite of solutions was designed to answer those challenges.

The following is a breakdown of the competition that we face in each of our primary markets:

Sapiens INSIGHT™ -– Insurance

Our competitors in the market for solutions offered to the insurance industry fall into several ~~categories. Examples are: CSC, SOLCORP, Fineos, SAP, SunGard, Navisys, ePolicy Solutions, InsureWorx, OneShield, Ascendant One, Insurity, The Innovation Group, Duck Creek~~categories: vendors of complete systems, vendors of insurance software products, large multinational integrators and ~~AQS~~local integrators in the ~~United States; Unisys, SunGard and RebusIs~~various territories in ~~the United Kingdom; Falmeyer (FJA) and COR AG Insurance Technologies in Germany.~~ which we operate. Examples of these competitors are:






	In the United States:	CSC, AGO, Oracle, Camilion, ISI, SOLCORP, Fineos, SAP, SunGard, Navisys, Fiserv, Accenture, OneShield, Insurity, Prima Solutions, IDP, The Innovation Group, DRC, and AQS;

	In the United Kingdom:	Unisys, SunGard, FIS Software and RebusIs; SOLCORP and SAP;

	In Europe:	Falmeyer (FJA) and COR AG Insurance Technologies, mainly in German speaking countries, and IDIT I.D.I. Technologies.

Examples of large integrators in the insurance field are Electronic Data Systems (EDS) and CSC (companies that also have customer or alliance relationships with Sapiens in other fields). An example of a competitor that is a local integrator is Ness Technologies in Israel.

In addition, we face competition from our customers’ and our potential customers’ internal IT departments, who often prefer to develop solutions in-house.

We differentiate ourselves from our competition ~~with~~via a few key factors:

	(i)
	~~(i)~~	Sapiens INSIGHT™ is innovative and modern, rich in functionality and Internet compatible.

	(ii)
	~~(ii)~~	As a result of the Sapiens INSIGHT™ architecture, customers may implement the full solution or parts of it, and readily integrate it into existing “legacy” systems.

	(iii)
	~~(iii)~~	Sapiens INSIGHT™ is agile and flexible to use, based on its product configurator and its ~~Business Rule~~business rule technology.

Sapiens eMerge™ -– Business Rules Engines

There has been an infusion of new vendors and new features into the business rules engine and management marketplace. Our competitors in the business rules engines and management marketplace include, ~~Fair-Isaac~~among others, Fair Isaac (Blaze), Pegasystems, ILOG, Computer Associates, Haley, Corticon, Versata, ~~SoftLaw, ESI~~RuleBurst and ~~others.~~ESI.

We differentiate ourselves from our competition ~~with~~via a few key factors:

	(i)
	~~(i)~~	~~our~~Our ability, utilizing Sapiens eMerge™ technology, to deliver a comprehensive IT solution, including an automatically generated Web presentation layer and interfaces with various databases, legacy systems and third party software. Most competing business rules engines are characterized by delivery of specialized, decision support capabilities that must be later framed into an enterprise’s overall architecture at additional investment costs.

	(ii)
	~~(ii)~~	Sapiens eMerge™ is highly optimized for performance of data-intensive tasks that characterize many enterprises’ transactional environments.

Sapiens eMerge™ -– IT Solution Delivery

By leveraging our differentiating characteristics mentioned above, we compete in the much larger IT solution delivery market, carving out for ourselves a niche attractive to mid-size enterprises seeking rapid and cost-effective custom software solutions. Our competitors in this domain ~~are:~~include, among others: IBM, EDS, CSC, Accenture, Unisys, and India-based system integrators such as Tata, Infosys, and WiPro.

Sales and Marketing

To reach the broadest potential customer base, we use multiple distribution channels, including a direct sales force and relationships with system integrators and, in certain geographic areas, ~~with~~ distributors.

We have marketing and sales personnel located at our offices in the United States, the United Kingdom, Japan and Israel. The direct sales force focuses on large organizations within select industries. It also coordinates sales activities with system integrators such as EDS, IBM and ~~IBM.~~Microsoft. These partnerships allow us to further expand our own solutions and to gain access to specific types of businesses.

We employ a variety of business development and marketing techniques to communicate directly with current and prospective clients. These techniques include exhibiting at trade shows and industry conferences, disseminating product brochures and other literature, direct-mail marketing, authoring articles, and hosting business forums for customers and prospective customers on technology and industry issues.

As part of our efficiency measures, in 2008 we reduced our sales and marketing activities, from approximately $8.8 million in 2007 to $7.6 million in 2008.

Customer Maintenance and Support

We believe that a high level of post-contract customer support is important to the successful marketing and sale of our solutions. We employ a team of technical specialists who provide ~~the~~a full range of maintenance and support ~~services.~~services to our customers. The typical direct sale to a client includes initial maintenance, training and consulting services. In addition, substantially all of ~~the~~our clients for which we have developed applications elect to enter into an ongoing maintenance and support contract with us. The term of such a contract is usually twelve months. A maintenance contract entitles the customer to technology upgrades, when made generally available, and technical support. In addition, we offer introductory and advanced classes and training programs available at our offices and at customer sites.

~~Our authorized~~We also work with a limited few distributors ~~value-added resellers~~ and system integrators ~~also~~who provide customers with training, product support and consulting services. Each of our software distributors is capable of providing training in its respective country. ~~In addition, many international partners and distributors, particularly independent software vendors, operate their own technology training programs.~~

Geographical Distribution of Revenues

The following is a breakdown of our revenues by geographical areas based on our ~~customers’ locations,~~geographic markets, both in thousands of dollars and as a percentage of total revenues for the years indicated:

													2006				2007				2008

	2003				2004				2005


United Kingdom	$	19,446	37.2	%	$	18,217	38.1	%	$	12,604	32.0	%	$	13,805	31.2	%	$	13,417	31.6	%		11,612	26.7	%
North America		17,636	33.7			12,381	25.9			10,046	25.5			9,895	22.3			10,061	23.7			7,846	18.0
France		2,594	5.0			1,352	2.8			1,131	2.9			902	2.0			389	0.9			721	1.7
Germany		2,211	4.2			1,814	3.8			1,414	3.6			837	1.9			475	1.1			839	1.9
Israel		6,453	12.3			8,910	18.6			9,147	23.2			12,072	27.2			13,824	32.6			16,141	37.1
Japan		2,644	5.1			3,147	6.6			3,902	9.9			4,491	10.1			4,071	9.6			6,375	14.6
Other		1,334	2.5			1,983	4.2			1,160	2.9			2,309	5.3			158	0.5			-	-


Total	$	52,318	100.0	%	$	47,804	100.0	%	$	39,404	100.0	%	$	44,311	100.0	%	$	42,395	100.0	%		43,534	100.0	%

For details of revenues by category of activity, see the table entitled “Selected Financial Data” under Item 3, “Key Information.”

Seasonality

Even if not reflected in ~~the 2005~~our 2007 or 2008 results, traditionally, the first and third quarters of the fiscal year ~~tend~~have tended to be slower quarters for us and the industries that we target. The first quarter usually reflects a lull following an active fourth quarter as companies rush to complete deals and utilize budgets before the end of the fiscal year. The slowdown in the third quarter reflects the summer months, which usually have reduced activities in many of the regions where ~~are~~our customers are located.

Intellectual Property

In accordance with industry practice, we rely on a combination of contractual provisions and intellectual property law to protect our proprietary technology. We believe that ~~because of~~due to the dynamic nature of the computer and software industries, copyright protection is less significant than factors such as the knowledge and experience of our management and personnel, the frequency of product enhancements and the timeliness and quality of our support services. We seek to protect the source code of our products as trade secret information and as an unpublished copyright work. We also rely on security and copy protection features in our proprietary software. We distribute our products under software license agreements which grant customers a personal, non-transferable license to use our products and contain terms and conditions prohibiting the unauthorized reproduction or transfer of our products. In addition, we attempt to protect trade secrets and other proprietary information through agreements with employees, consultants and ~~distributors.We~~distributors. We do not believe that patent laws are a significant source of protection for our products and we do not hold any patents.

Our trademark rights include rights associated with our use of our trademarks, and rights obtained by registration of our trademarks. Our use and registration of our trademarks do not ensure that we have superior rights to others that may have registered or used identical or related marks on related goods or services. We have registrations for the mark “Sapiens” in the United States, Israel, Brazil and a number of countries in Europe. The initial terms of ~~the registration of~~protection for our registered trademarks range from 10 to 20 years and are renewable thereafter.

Our Sapiens INSIGHT™ group of solutions include our proprietary technology as well as technology licensed by customers (such as Liverpool Victoria, OneBeacon Insurance Company, Allianz Suisse and ~~Menorah)~~Menora) or strategic partners (MediRisk Solutions).


C.	Organizational ~~Structure~~Structure.

Sapiens International Corporation N.V. is the parent company of the Sapiens group of companies. ~~It has~~We have a number of subsidiaries in Israel and throughout the world. ~~The~~Our significant subsidiaries are as follows:

Sapiens International Corporation B.V. (“("Sapiens B.V.”"): incorporated in The Netherlands and 100% owned by Sapiens.

Unless otherwise indicated, the other significant subsidiaries of Sapiens listed below are all 100% owned by Sapiens B.V.:

Sapiens Israel Software Systems Ltd.: incorporated in Israel
Sapiens Technologies (1982) Ltd.: incorporated in Israel
Sapiens Americas Corporation: incorporated in New York
Sapiens (UK) Limited: incorporated in England
Sapiens France S.A.S.: incorporated in France
Sapiens Deutschland GmbH: incorporated in Germany
Sapiens ~~(Schweiz) AG: incorporated in Switzerland~~
~~Sapiens~~ Japan Co.: incorporated in Japan and 90% held by Sapiens B.V.

We are a member of the Formula Systems (1985) Ltd. Group ~~(Nasdaq:~~(NASDAQ: FORTY and TASE: FORT) ~~(“Formula”)~~.
Formula is a holding and managing company of publicly traded companies and their subsidiaries. Formula companies provide IT solutions worldwide, developing and implementing innovative, proprietary software, services and solutions, turnkey projects and outsourcing services as well as software distribution and support. As of ~~June 25, 2006,~~April 1, 2009, Formula beneficially ~~owns~~owned approximately ~~60%~~70% of our outstanding Common Shares.

21In November 2006, Emblaze purchased a controlling interest in Formula, and as a result, controls us. As of April 1, 2009, Emblaze beneficially owned 51.7% of the outstanding share capital of Formula.


D.	~~Description of~~ Property, Plants and Equipment.

We lease office space in Israel, the United States, Japan and the United ~~Kingdom, France and Germany.~~Kingdom. The lease terms are generally five to ten years. In Israel, we lease approximately ~~50,000~~45,000 square feet of office space; in the United States, approximately ~~8,400~~4,700 square feet; in the United Kingdom, approximately ~~13,400~~13,800 square ~~feet;~~feet, and ~~smaller areas~~in Japan, approximately 3,750 square feet. In the United Kingdom, we sub-lease to others approximately 7,364 square feet. In 2008, our rent costs totaled $1.76 million in the ~~other locations.~~aggregate for all of our leased offices. Our corporate headquarters are located in Israel and our core research and development activities are performed at our offices in Israel. Our sales, marketing and general and administrative activities are performed in each of our offices. We believe that our existing facilities are adequate for our current needs.


ITEM 4A.		UNRESOLVED STAFF COMMENTS

Not Applicable.


ITEM 5.		OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following ~~management’s~~ discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto.

Overview

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and result of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of ~~these~~our financial statements required us to make estimations and judgments, in accordance with U.S. GAAP, that affect the reporting amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, bad debts, goodwill and other intangible assets, foreign currency fluctuation, capitalized software development costs, deferred taxes, income taxes, restructurings and legal contingencies. We ~~based~~base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. More detailed descriptions of these policies are provided in Note 2 to ~~the~~our consolidated financial statements.

We believe the following critical accounting policies affect the estimates and judgments that we made in preparing our consolidated financial statements.

Revenue ~~recognition~~Recognition

Our revenue recognition approach for software licensing requires that, in accordance with Statement of Position No. 97-2 “Software Revenue Recognition” (as amended), four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) is based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered, and the collectibility of those fees. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected.

Revenues under multiple-element arrangements, which may include software licenses, support and maintenance, and training and consulting services, are allocated to each element ~~based on their respective fair values based on vendor-specific objective evidence. This objective evidence represents~~under the ~~price of products and services~~“residual method” when ~~sold separately.~~

~~When vendor-specific objective evidence~~Vendors Specific Objective Evidence (“VSOE”) of fair value exists for all undelivered elements ~~but~~and VSOE does not exist for all of the delivered elements. VSOE is determined for support and maintenance, training and consulting services based on the price charged when the respective elements are sold separately or renewed. The Company charges support and maintenance renewals at a fixed percentage of athe total price of the licensed software ~~arrangement, we use~~products purchased by the ~~residual method for recognition of revenues, when all other revenue recognition criteria are met.~~customer. Under the residual method, we defer revenues related to the undelivered elements based on their vendor-specific objective evidence of fair value and recognize the remaining arrangement fee for the delivered elements. When vendor-specific objective evidence of fair value for undelivered elements does not exist, revenues from the entire arrangement are recognized over the term of the agreement.

We recognize revenue from support and maintenance agreements ratably over the term of the agreement, which is typically one year. We recognize revenues from training arrangements as the services are performed.

We generally do not grant a right of return to our customers. When we do grant a right of return, we defer the recognition of revenue until the right of return expires, provided that all other revenue recognition criteria are met.

Amounts collected or billed prior to satisfying the above revenue recognition criteria are reflected as deferred revenue. Deferred revenue represents deferred maintenance revenue, and to a lesser extent, deferred software license revenues.

~~Our project business derives a significant portion~~Revenues from license fees that involve implementation and customization of ~~its revenue~~our software to customer specific requirements are generated from ~~fixed price~~fixed-price or time-and-materials contracts. Revenues from fixed-price contracts are recognized based on Statement of ~~Opinion~~Position No. 81-1 “Accounting for Performance of Construction Type and Certain Production Type Contracts,” which requires the accurate estimation of the cost, scope and duration for each project. Revenue and related cost for these projects are recognized on percentage of completion, using the input measure ~~or output measure~~ to assess the percent completed when enforceable right to services performed between milestones during the project exists, with revisions to estimates reflected in the period in which changes become known. If we do not accurately estimate the resources required or the scope of work to be performed, or do not manage the project properly within the projected periods of time or satisfy our obligations under the contract, project margins may be significantly and negatively affected, which may result in losses on existing contracts. Any such resulting reductions in margins or contract losses in a large, fixed-price contract may have a material adverse impact on our results of operations.

~~Consulting and other service revenue includes also training and post-contract maintenance service.~~ Revenues from consulting ~~maintenance~~services that are not deemed essential to the functionality of the license provided on a “time and ~~training~~materials” basis are recognized as services are performed.

Revenues from IT outsourcing services that mainly include maintenance of customers’ applications integrated on our license performed on a fixed fee basis are recognized ~~ratably~~on a straight line basis over the contractual period orthat the services are rendered, since no other pattern of outputs is discernible. Revenues from IT outsourcing services that are performed on a “time and materials” basis are recognized as services are performed.

Bad Debt

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers was to deteriorate, resulting in an impairment of their ability to make payments, additional allowances would be required.

Goodwill, long lived assets and other identifiable intangible assets

~~On January 1, 2002, we adopted~~ SFAS No. 142, “Goodwill and Other Intangible ~~Assets.” SFAS No. 142~~Assets” requires that goodwill be tested for impairment ~~on adoption and~~ at least annually ~~thereafter.~~or between annual tests in certain circumstances. Goodwill is required to be written down when impaired, rather than amortized as previous accounting standards required. Goodwill is tested for impairment by comparing the fair value of the reporting unit with its carrying value. Fair value is generally determined using market capitalization. ~~Significant estimates are used in the fair value methodologies. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for our goodwill.~~

We selected December 31st as the date on which we ~~will~~ perform our annual indefinite life impairment tests for our goodwill and intangible ~~assets with an indefinite life impairment tests.~~assets. Through December 31, ~~2005,~~2008, no impairment was required.

In accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets,” our long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. In measuring the recoverability of assets, we are required to make estimates and judgments in assessing our forecast and cash flows and compare that with the carrying amount of the assets. Additional significant estimates used by management in the methodologies used to assess the recoverability of our long-lived assets include estimates of future cash-flows, future short-term and long-tem growth rates, market acceptance of products and services, and other judgmental assumptions, which are also affected by factors detailed in our Risk Factors section in this ~~Annual Report.~~annual report (see Item 3, “Key Information – Risk Factors”). If these estimates or the related assumptions change in the future, we may be required to record impairment charges for our long-lived assets.

Share-Based Payments

Effective January 1, 2006, we adopted Statement of Financial Accounting Statement No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123 (R)”), which is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation” (“SFFS 123”) which requires the measurement and recognition of compensation expense based on estimated fair values for all shared based payments awards made to employees and directors. In March 2005, the Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin No. 107 (“SAB 107”), as amended by SAB 110, relating to SAFS 123 (R). We have applied the provisions of SAB 110 in our adoption of SFAS 123 (R) with respect to the determination of the expected term of the option, as allowed SAB 110, which is the midpoint between the vesting date and the end of the contractual term of the options.

SFAS 123 (R) requires us to estimate the fair value equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the awards that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statement of operations. Prior to the adoption of SFAS 123 (R), we accounted for equity based awards using the intrinsic-value method of accounting set forth in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”).

We adopted SFAS 123 (R) using the Modified Prospective Method. Under that transition method, compensation cost recognized in the year ended December 31, 2006 included compensation cost for all share-based payments granted subsequent to January 1, 2006 based on the grant-date fair value estimated in accordance with the provisions of SFAS 123 (R). In December 2005, primarily as a result of the issuance of SFAS No. 123 (R), we accelerated the vesting of all unvested stock options held by employees and directors.

Beginning on the date of adoption of SFAS 123 (R), we estimate forfeitures based on historical experience and other factors; previously, we recorded forfeitures as they occurred.

Foreign Currency Fluctuation

We expect that, in addition to the US dollar, a significant portion of our revenues will continue to be denominated in the British pound (the “GBP”) and in the NIS and a smaller portion will be denominated in the Euro and Japanese yen. As a result, ~~movements~~changes in the exchange rates between the US dollar and the GBP, the US dollar and the NIS, and to a lesser extent the US dollar and the Euro and the US dollar and the Japanese yen, could have a material adverse impact on our revenues and results of operations within the U.K., the rest of Europe, Israel and Japan. We regularly assess our currency exchange exposures and determine whether to adjust or hedge our position. We may use derivative instruments to hedge or adjust our exposures. As a matter of policy we do not enter into transactions of a speculative or trading nature. Foreign exchange exposures are monitored by tracking actual and projected commitments and through the use of sensitivity analysis.

Capitalized ~~software development costs~~Software Development Costs

Our policy on capitalized software costs determines the timing of our recognition of certain development costs. Software development costs incurred from the point of reaching technological feasibility until the time of general product release should be capitalized. We generally define technological feasibility as the completion of a detailed program design. The determination of technological feasibility requires the exercise of judgment by our management. Since we sell our products in a market that is subject to rapid technological changes, new product development and changing customer needs, changes in circumstances and estimations may significantly affect the timing and the amounts of software development costs capitalized and thus our financial condition and results of operations. At

Capitalized software costs are amortized by the ~~end~~greater of ~~2004,~~ the ~~unamortized capitalized~~amount computed using: (i) the ratio that current gross revenues from sales of the software bear to the total of current and anticipated future gross revenues from sales of that software, or (ii) the straight-line method between three to five years, which is the estimated useful life of the software product. We assess the recoverability of this intangible asset on a regular basis by determining whether the amortization of the asset over its remaining life can be recovered through undiscounted future operating cash flows from the specific software product sold.

In recent years, we developed a new generation of Sapiens eMerge™ products, which includes Service Oriented Architecture based products (“SOA”), eMerge™ for Linux and eMerge™ for Windows. In 2007, we determined the useful life of Sapiens eMerge™ products to be five years. The life expectancy was established based on the contents, characteristics and capabilities of the products suite, on the technology trends in the IT market in the next decade and on the rate of adoption of new technologies by our customers. To assure a long life expectancy in a dynamic market, software components that support SOA, MS Windows and Linux environments were developed and released in the recent years. These products (that are SOA compliant) support adaptation of existing applications to the new standards without necessitating long and expensive re-implementation and agile incorporation of new business models, effectively extending the lifetime of existing applications. eMerge™ product suite, as well as the eMerge™ based applications, are based on mainstream technologies that are industry standards and were adopted by most of the software vendors. Based on life cycles for these mainstream key technologies, it is expected that the Microsoft and Linux platforms will exist for five years. Additionally, we believe that if there are major technology changes or advancements in the future, the technologies used by Sapiens eMerge™ products would be at the root of those advancements. The new eMerge™ product suite enables extending the productive life of existing legacy systems, while simultaneously providing a rapid migration path to new technologies. The advanced rapid application development technology allows making enterprise-specific enhancements in a significantly shortened timeframe resulting in a vastly reduced maintenance burden as compared to other technologies, application lifecycle costs ~~exceeded~~reduced by approximately 80% and a significant prolongation of applications’ lifecycle. We estimate the ~~net realizable value~~technological life of the underlying platforms and architecture (SOA) to be five years.

In addition, during recent years, we developed a new insurance product, Sapiens INSIGHT™ for Life and Pensions. The useful life of Sapiens INSIGHT™ was also determined to be five years. We based our determination of useful life on internal product road map analysis, our experience with insurance companies that have already implemented Life & Pensions products, technological obsolescence and industry and market research. In the life insurance market, there are very high costs of migrating the old life insurance programs to a new system. The INSIGHT™ for Life & Pension is a SOA compliant product that is multi-company, multi-currency, multi-language, and web-enabled, leveraging the advantages of the Internet and company intranet. Sapiens INSIGHT™ for Life & Pension’s domain is significantly more complex and robust than other insurance domains (such as medirisk, closed books, re-insurance or property and casualty) as it handles more product modules, engines and algorithms which are also implemented during a longer average period than other insurance domains.

We do not anticipate any major variance or trend impacting our cost of revenues and profit margins as a result of determination of useful life of a ~~certain project, in~~new generation of Sapiens eMerge™ products as well as Sapiens INSIGHT™ for Life and Pensions to be five years.

Except as otherwise mentioned, the ~~amount~~useful life of $901,000, and therefore we recorded an impairment of capitalized software costs in the amount of $901,000, which was presented in cost of revenues. Based on its most recent analysis, the Company’s management believes that no additional impairment of capitalized software development costs existed as of December 31, 2005.our other products is three years.

Deferred Taxes

Management judgment is required in determining our future taxable income for purposes of assessing our ability to realize any future benefits from our deferred tax assets. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. If actual results differ from these estimates or we adjust these estimates in future periods, our operating results and financial position could be materially affected. If we determine that we will be able to realize the deferred tax assets in the future in excess of their net recorded amount, an adjustment to the deferred tax asset would increase income in the period in which such determination is made. On the other hand, should we determine that we will not be able to realize all or part of the net deferred tax assets in the future, an adjustment to the deferred tax assets will be charged to expenses in the period in which such determination is made. In ~~2005,~~2008, we increased our deferred income tax assets resulting from loss ~~carry-forward~~carry-forwards and ~~other tax credits~~temporary differences by ~~$658,000~~$0.7 million and increased the related valuation allowance by ~~$1.5~~$1.0 million. ~~We also recorded a write-off of tax advances in the amount of $783,000.~~ As a result, ~~in 2005, our~~the net deferred tax ~~asset and tax advances were~~recorded in our 2008 financial statements was reduced by ~~a total of $1.6~~$0.3 million.

Income Taxes

Through our operating subsidiaries, we operate within multiple tax jurisdictions and may be subject to tax audits in these jurisdictions. These tax audits can involve complex issues, which may require an extended period of time to resolve. In management’s opinion, adequate provisions for income taxes have been made for all years. However, though our income tax reserves are based on our best knowledge, we may be subject to unexpected audits by tax authorities in the various countries where we have subsidiaries, which may result in material adjustments to the reserves established in our consolidated financial statements and have a material adverse effect on our results of operations.

2425

Accounting for Income Taxes

On January 1, 2007, we adopted FIN 48, “Accounting for Uncertainty in Income Taxes,” which contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with Statement 109, “Accounting for Income Taxes.” The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Prior to January 1, 2007, we estimated our uncertain income tax obligations in accordance with SFAS No. 109, “Accounting for Income Taxes” and SFAS No. 5 “Accounting for Contingencies”. A provision of $300,000 was recorded as a result of the adoption of FIN 48 at January 1, 2007, that was reduced by $150,000 during the year ended December 31, 2007. As of December 31, 2008, the provision for FIN 48 was $160,000.

Legal Contingencies

We are currently involved in certain legal proceedings and claims that arose in the ordinary course of business, as discussed in Note ~~11 of~~10 to our consolidated financial statements. As of December 31, ~~2005,~~2008, we have accrued our estimate of the probable costs for the resolution of those claims where we believe it is probable that we will incur a loss. This estimate has been developed in consultation with outside counsel handling our defense in these matters and is based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. We do not expect these claims and/or proceedings to have a material adverse effect on our consolidated financial position. It is possible, however, that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by changes in our assumptions related to these claims and proceedings.

Restructurings

In 2008 and 2007, we did not undergo any restructurings. In February 2006, we ~~began to implement~~implemented a restructuring plan for the purpose of reducing costs and restoring profitability. The restructuring plan ~~includes~~included the termination of the employment of approximately 4025 employees.

~~In addition, in the previous year, in February 2005, we implemented a restructuring plan which resulted in, the employment of approximately 40 employees being terminated.~~

The Company’s restructuring ~~plans~~plan in 2006 ~~and 2005~~ resulted in costs of ~~$635,000 and $1.1 million, respectively.~~$758,000.

Fair Value Measurements

The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their generally short maturities.

Effective January 1, 2008, the Company adopted SFAS 157, “Fair Value Measurements” and, effective October 10, 2008, adopted FSP No. SFAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active”, except as it applies to the nonfinancial assets and nonfinancial liabilities subject to FSP 157-2. SFAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, SFAS 157 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1

–

Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2

–

Includes other inputs that are directly or indirectly observable in the marketplace.

Level 3

–

Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Recent Accounting Pronouncements

FSP 157-2~~SFAS 123R – Share-Based Payments~~“Effective Date of FASB Statement No. 157”

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued Statement No. 123 (revised 2004), Share-Based Payment (“SFAS No. 123(R)”), which is a revision of SFAS No. 123. Generally, the approach in SFAS 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123 permitted, but did not require, share-based payments to employees to be recognized on the basis of their fair values while SFAS No. 123(R) requires, as of the first quarter of 2006, all share-based payments to employees to be recognized based on their fair values. SFAS No. 123(R) also revises, clarifies and expands guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to reporting periods. We adopted SFAS No. 123(R) on January 1, 2006. We will implement SFAS No. 123(R) using the modified prospective method. Under this method, we will begin recognizing compensation cost for equity-based compensation for all new awards and to awards modified, repurchased or cancelled after January 1, 2006. The impact of the adoption of SFAS No. 123(R) cannot be predicted at this time because it will depend also on levels of share-based compensation granted in the future. Had we adopted SFAS No. 123(R) in 2005, the impact of that standard would have approximated $2.6 million, as described in the disclosure of pro forma net loss and earnings per share in our consolidated financial statements. Primarily as a result of the issuance of SFAS No. 123(R), we accelerated the vesting of all unvested stock options held by employees and directors, in December 2005.26

In March 2005, the SEC released Staff Accounting Bulletin No. 107, “Share-Based Payment” (“SAB 107”). SAB 107 provides the SEC staff position regarding the application of SFAS No. 123(R). SAB 107 contains interpretive guidance related to the interaction between SFAS No. 123(R) and certain SEC rules and regulations, as well as provides the Staff’s views regarding the valuation of share-based payment arrangements for public companies. SAB 107 also highlights the importance of disclosures made related to the accounting for share-based payment transactions. The Company expects that the adoption of SAB 107 will have an impact on its results of operations and net earnings per share as the Company will be required to expense the fair value of all share-based payments.~~FSP 115-1 - The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments~~

In ~~November 2005,~~February 2008, the FASB issued FASB Staff Position (“FSP”) ~~Financial Accounting Standard (“FAS”) 115-1 and~~ FAS ~~124-1, “The Meaning~~No. 157-2, “Effective Date of ~~Other-Than-Temporary Impairment and Its Application to Certain Investments”~~FASB Statement No. 157” (“FSP ~~115-1”~~157-2”), ~~which provides guidance~~to delay the effective date of FASB Statement 157 for one year for certain nonfinancial assets and nonfinancial liabilities, excluding those that are recognized or disclosed in financial statements at fair value on ~~determining when investments~~a recurring basis (that is, at least annually). For purposes of applying the FSP 157-2, nonfinancial assets and nonfinancial liabilities include all assets and liabilities other than those meeting the definition of a financial asset or a financial liability in ~~certain debt and equity securities are considered impaired, whether that impairment is other-than-temporary, and on measuring such impairment loss.~~FASB Statement 159. FSP ~~115-1 also includes accounting considerations subsequent~~157-2 defers the effective date of Statement 157 to the recognition of an other-than temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. FSP 115-1 is required to be applied to reporting periodsfiscal years beginning after ~~December~~November 15, ~~2005~~2008, and ~~is required to be adopted by~~interim periods within those fiscal years for items within the ~~Company in the second quarter~~scope of ~~fiscal 2006.~~this FSP 157-2. The Company does not expect the adoption of FSP ~~115-1~~157-2 to have a ~~significant effect~~material impact on its ~~consolidated~~ financial ~~statements.~~position, results of operations or cash flows.

SFAS ~~155~~161 – ~~Accounting for Certain Hybrid Financial~~“Disclosures about Derivative Instruments and Hedging Activities”

In ~~February 2006,~~March 2008, the FASB issued ~~FASB~~ Statement ~~No. 155(“~~161 “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS ~~155”~~161”)~~, which is~~ an amendment ofto FASB ~~Statements~~ No. 133. This statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why and entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and ~~140. SFAS 155 (a) permits fair value re-measurement for any hybrid~~its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial ~~instrument that contains an embedded derivative that otherwise would require bifurcation, (b) clarifies which interest-only strip~~position, financial performance, and principal-only strip are not subject to the requirements of Statement 133, (c) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, (d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, (e) amends FASB Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.cash flows. This ~~Statement~~statement is effective for financial statements issued for fiscal years and interim periods beginning after ~~September~~November 15, ~~2006.~~2008. Early application is encouraged. The Company does not expect the adoption of SFAS ~~155~~161 to have a ~~significant effect~~material impact on its ~~consolidated~~ financial ~~statements.~~position, results of operations or cash flows.

SFAS ~~156~~160 – ~~Accounting for Servicing of~~“Noncontrolling Interests in Consolidated Financial ~~Assets~~Statements”

In ~~March 2006,~~December 2007, the FASB issued ~~FASB Statement No. 156~~SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS ~~156”~~160”). SFAS 160 amends ARB 51, “Consolidated Financial Statements”, ~~which amends FASB Statement No. 140.~~to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS ~~156 establishes, among other things,~~160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. The adoption of SFAS 160 is not expected to have a material effect on accounting for ~~all separately recognized servicing~~current subsidiaries.

SFAS 141(R) – “Business Combinations”

In December 2007, the FASB issued SFAS 141(R), “Business Combinations” (“SFAS 141(R)”). This Statement replaces SFAS No. 141, “Business Combinations”, and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS 141(R) also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and ~~servicing liabilities.~~liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS ~~156 amends FASB Statement 140~~141(R)). In addition, SFAS 141(R)‘s requirement to ~~require that all separately recognized servicing assets and servicing liabilities be initially measured~~measure the noncontrolling interest in the acquiree at fair value ~~if practicable.~~ will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer.

SFAS ~~156 permits, but does not require,~~141(R) applies prospectively to business combinations for which the ~~subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value. An entity that uses derivative instruments to mitigate~~acquisition date is on or after the risks inherent in servicing assets and servicing liabilities is required to account for those derivative instruments at fair value. Under SFAS 156, an entity can elect subsequent fair value measurement to account for its separately recognized servicing assets and servicing liabilities. By electing that option, an entity may simplify its accounting because SFAS 156 permits income statement recognitionbeginning of the ~~potential offsetting changes~~first annual reporting period beginning on or after December 15, 2008. As such, the adoption of SFAS 141(R) is not expected to have a material effect on accounting for our current subsidiaries.

FSP 142-3 – “Determination of the Useful Life of Intangible Assets”

In April 2008, the FASB issued FSP 142-3, “Determination of the Useful Life of Intangible Assets” (FSP 142-3). FSP 142-3 amends the factors that should be considered in ~~fair value~~developing renewal or extension assumptions used to determine the useful life of ~~those servicing assets~~a recognized intangible asset under SFAS No. 142, “Goodwill and ~~servicing liabilities and derivative instruments in the same accounting period. SFAS 156~~Other Intangible Assets”. FSP 142-3 is effective ~~for financial statements~~ for fiscal years beginning after ~~September~~December 15, ~~2006.~~2008. The Company does not expect the adoption of FSP 142-3 will have a material impact on the Company’s consolidated financial position, results of operations and cash flows.

EITF 08-6 – “Equity-Method Investment Accounting”

EITF Issue No. 08-6, “Equity-Method Investment Accounting”(“EITF 08-6”) concludes that the cost basis of a new equity-method investment would be determined using a cost-accumulation model, which would continue the practice of including transaction costs in the cost of investment and would exclude the value of contingent consideration. Equity-method investment should be subject to other-than-temporary impairment analysis. It also requires that a gain or loss to be recognized on the portion of the investor’s ownership sold. EITF 08-6 will be effective for the reporting period beginning after December 15, 2008. The Company does not expect a material impact on its consolidated financial statements from adoption of EITF 08-6.

SFAS ~~156~~162 – “The Hierarchy of Generally Accepted Accounting Principles”

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The Company is currently evaluating the impact of SFAS No. 162 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In May 2008, the FASB issued FSP Accounting Principles Board (“APB”) 14-1 “Accounting for Convertible Debt instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. The Company does not believe the adoption of FSP APB 14-1 will have significant effect on its consolidated results of operations and financial condition

EITF 08-4 – “Transition Guidance for Conforming Changes to Issue No. 98-5”

In June 2008, FASB issued EITF 08-4, “Transition Guidance for Conforming Changes to Issue No. 98-5". The objective of EITF 08-4 is to provide transition guidance for conforming changes made to EITF 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”, that result from EITF 00-27 “Application of Issue No. 98-5 to Certain Convertible Instruments”, and SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. This Issue is effective for financial statements issued for fiscal years ending after December 15, 2008. Early application is permitted. The company is currently evaluating the impact of adoption of EITF 08-4.

EITF 07-5 “Determining whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock”

In June 2008, the FASB issued EITF No. 07-5 “Determining whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early application is not permitted. Paragraph 11(a) of SFAS No. 133 specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. EITF 07-5 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the SFAS 133 paragraph 11(a) scope exception. The Company believes adopting this statement will have no material impact on the consolidated financial statements.


A.	Operating Results ~~of Operations~~

Years ended December 31, 20042007 and 20052008

RevenuesRevenues..

Revenues from the sale of products are comprised of revenues from sales of Sapiens eMerge™ licenses, license upgrades, ~~specially designed products~~fixed price projects, and licenses for “Sapiens INSIGHT™” suite of solutions for the insurance industry such as “INSIGHT™ for Property & Casualty,” “INSIGHT™ for Closed Books,” “INSIGHT™ for Life & Pensions,” “INSIGHT™ for Reinsurance,” “INSIGHT™ for Underwriting, “ and “INSIGHT™ for Claims” application development, re-engineering computer systems and converting operating systems. These specially designed products are provided to customers either on a fixed-price or time and materials basis.industry. Revenues from services include mainly consulting on a time and materials basis, maintenance and support.

Total revenues in ~~2005 decreased 17.6%~~2008 increased 2.6% to ~~$39.4~~$43.5 million from ~~$47.8~~$42.4 million in ~~2004.~~2007. Product revenues in ~~2005~~2008 decreased ~~50.4%~~26.8% to ~~$13.3~~$4.1 million in ~~2005~~2008 from ~~$26.8~~$5.6 million in ~~2004.~~2007. Consulting and other service revenues in ~~2005~~2008 increased ~~24.3%~~7.1% to ~~$26.1~~$39.4 million from ~~$21.0~~$36.8 million in ~~2004.~~2007.

Our product revenues for the year ~~2005~~2008 decreased ~~mainly due to the completion of multi-year projects for two of~~and our customers – EDSCS and Liverpool Victoria in the UK, which amounted to a decline of $4.3 million, or 32% of the decline in our product revenue, and two of our customers CSC and OneBeacon in the United States, which amounted to a decline of $3.1 million, or 23% of the decline in our product revenue, and the decision of such customers not to place follow-on orders. We continue to work with these customers on other projects, though overall revenue from them decreased as we completed certain projects. Product revenues also declined as a result of the prolonged periods of time required to negotiate with our customers, particularly in the insurance industry. The increase in consulting and other service revenues ~~came as a result of higher revenues from consulting, were~~increased mainly due to a planned shift from fixed price projects to time and material based projects, and the ~~fact that~~completion of certain fixed price projects during the nature of our relationship with certain customers changed from project delivery to consulting services. As a result of a decrease in sales of new licenses, maintenance revenues decreased in the UK, the United States, Germany, Japan and Switzerland where the decrease from 2004 amounted to $359,000, $481,000, $154,000, $135,000 and $151,000, respectively.year.

Cost of Revenues and Gross Profit.

Cost of revenues increased 3.5% to $26.5 million in 2008 from $25.6 million in 2007. Cost of revenues relating to products is comprised of salaries and other personnel-related expenses of software consultants and engineers ($~~5.7~~1.2 million, or ~~50.4%~~48% of our total costs of products, in ~~2005,~~2008, and ~~$11.7~~$1.0 million, or ~~70.6%~~30.3% of our total costs of products, in ~~2004)~~2007), depreciation costs ($0.3 million, or 12.0% of our total costs of products, in 2008 and $0.4 million, or 16.0% of our total costs of products, in 2007), amortization of capitalized software development costs ($~~3.8~~0.4 million, or ~~33.4%~~16.0% of our total costs of products, in ~~2005~~2008 and ~~$3.0~~$1.0 million, or ~~17.9%~~30.3% of our total costs of products, in ~~2004)~~2007), royalties to the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor of Israel (“OCS”) ($~~1.1~~0.1 million, or ~~9.8%~~4.0% of our total costs of products, in ~~2005,~~2008, and ~~$1.6~~$0.6 million, or ~~9.6%~~18.2% of our total costs of products in ~~2004)~~2007) and other costs ($~~726,000~~0.5 million, or ~~6.4%~~20.0% of our total costs of products, in ~~2005,~~2008, and ~~$323,000~~$0.3 million, or ~~1.9%~~9.1% of our total costs of products, in ~~2004)~~2007). Cost of revenues relating to consulting and other services is comprised of salaries and other personnel-related ~~expenses.~~expenses, and amortization of capitalized software development costs. Salaries and other personnel-related expenses amounted to ~~$13.5~~$19.6 million, or 81.7% of our total costs of consulting and other services, in ~~2005, an~~2008, and $20.3 million, or 91% of our total costs of consulting and other services, in 2007. Amortization of capitalized software development costs amounted to $3.8 million, or 15.8% of our cost of revenues related to consulting, in 2008, and $2.0 million, or 9.0% of our cost of revenues related to consulting, in 2007. The increase of ~~32.3% from $10.2 million in 2004, mainly because of~~ the ~~increase in consulting revenues,~~amortization is mainly due to the ~~fact that~~devaluation of the ~~nature~~NIS against the US dollar and the commencement of ~~our relationship with certain customers changed from project delivery to consulting services.~~the amortization of new capitalized software development costs.

Our gross profit in ~~2005 decreased 27.4%~~2008 increased 1.8% to ~~$14.6~~$17.1 million from ~~$20.1~~$16.8 million in ~~2004.~~2007. The gross profit margin decreased by ~~12.4%~~0.8% in 2008 to ~~36.9%~~39.3 % from ~~42.1%~~39.6% in ~~2004. Gross margin decreased, even though we reduced our expenses, since~~2007 mainly due to the ~~influence of our 2005 restructuring plan was only felt late~~increase in ~~the year while revenues declined throughout the year, and since our revenues decreased at a greater rate than our reduction in expenses.~~amortization costs.

Gross profit from product revenues decreased ~~80.4%~~30.4% in ~~2005~~2008 to ~~$2.0~~$1.6 million from ~~$10.2~~$2.3 million in ~~2004.~~2007. Gross margin from product revenues was ~~15.0%~~39.0% in ~~2005,~~2008, a decrease of ~~60.6%~~5.1% from ~~38.1%~~41.1% in 2004. The decrease in product gross margin is due to three main reasons. The first is that the nature of our relationship with certain customers changed in the UK in 2005, which resulted in the transition of revenues from products to consulting, which represents 8% of the decline in our gross margin from products. The second is due to the decrease in revenue from license sales which amounted to $900,000 which had a 5% effect on our product gross margin. The third is the decrease in the profitability of our projects in Israel, UK and the United States.

Amortization of capitalized software development costs increased 26.7% to $3.8 million in 2005 from $3.0 million in 2004. Since we released for sale a new Sapiens eMerge™ solution at the end of 2004, the amortization of this solution only began to have an impact in 2005.

2007. Gross profit from consulting, maintenance and other services increased ~~16.7%~~6.2% to ~~$12.6~~$15.4 million in ~~2005~~2008 from ~~$10.8~~$14.5 million in ~~2004. At the same time, gross~~2007. Gross margin from consulting, maintenance and other services decreased ~~6.8%~~0.8% in ~~2005~~2008 to ~~48.1%~~39.1% from ~~51.6%~~39.4% in ~~2004.~~2007.

Amortization of capitalized software development costs increased 40.0% to $4.2 million in 2008 from $3.0 million in 2007. The ~~decrease in the gross margin from consulting, maintenance and other services~~increase is due to beginning of the ~~decrease in higher margin maintenance revenue, to $7.9 million in 2005 from $9.2 million in 2004.~~amortization of new capitalized software development costs.

Research and Development, net.

Research and development (“R&D”) costs are mainly comprised of labor costs and depreciation of property and equipment, reduced by ~~grants from the OCS and~~ capitalization of software development costs. Net ~~research and development~~R&D expenses increased ~~8.0%~~11.4% in ~~2005~~2008 to ~~$2.7~~$3.9 million from ~~$2.5~~$3.5 million in ~~2004.~~2007. The increase in spending on R&D recorded in ~~2005,~~2008, as compared with the previous year, resulted mainly from the ~~higher participation~~devaluation of the ~~OCS in 2004, which decreased our R&D expenses in that year.~~

~~A portion~~NIS against the US dollar during the first three quarters of 2008, as most of our ~~R&D expenditures~~research and development group is ~~funded by the OCS~~located in ~~accordance with programs entitling the Government to receive royalties on sales of products~~Israel and ~~services developed as a result of R&D projects so funded. Our net R&D expenditure benefited from OCS funding~~accordingly its expenses are recorded in ~~the amounts of $520,000 in 2005 and $833,000 in 2004.~~NIS.

Capitalized software development costs ~~decreased 8.5%~~increased 12.9% to ~~$4.3~~$3.5 million in ~~2005~~2008 compared with ~~$4.7~~$3.1 million in ~~2004.This decrease reflected a restructuring executed~~2007. Direct labor costs increased 36.6% in ~~February 2005 which resulted~~2008 to $5.6 million from $4.1 million in ~~a reduction~~2007, mainly due to the devaluation of ~~R&D employees.~~the NIS against the US dollar during the first three quarters of 2008.

Selling, Marketing, General and Administrative expenses, net.

Selling, marketing, general and administrative, net expenses (“SG&A expenses”) decreased ~~16.1%~~14.4% in ~~2005~~2008 to ~~$16.2~~$10.7 million from ~~$19.3~~$12.5 million in ~~2004.~~2007. SG&A expenses consist primarily of salaries and other personnel-related expenses, which in ~~2005~~2008 amounted to ~~$10.3~~$6.4 million, or ~~63.6%~~59.8% of total SG&A expenses, and in ~~2004~~2007 to ~~$12.7~~$6.8 million or ~~65.8%~~54.4% of total SG&A expenses, as well as other costs associated with our sales and marketing efforts and our general and administrative activities such as rent which amounted to ~~$2.4~~$1.3 million in ~~2005,~~2008, accounting, legal and other public company expenses in the amount of ~~$0.7~~$1.0 million, depreciation costs of ~~$0.4~~$0.2 million, marketing costs, including tradeshows and design, in the amount of ~~$0.3~~$0.2 million and ~~other miscellaneous costs amounting~~bad debt income in the amount of $0.4 million (bad debt expenses in the amount of $0.4 million offset by the proceeds of a creditors’ claim in the amount of $0.8 million granted to ~~$2.1 million.~~our German subsidiary). General and administrative expenses include management salaries, offices and office maintenance, communications, external consultants and other expenses. The decrease in SG&A expenses in ~~2005~~2008 was the result of ~~planned~~a reduction in headcount and consistent efficiency measures implemented by our management, which resulted in reduced ~~expenses, particularly reduced salary as a result of the February 2005 restructuring, which resulted in a reduction of direct labor costs of $2.1 million.~~

~~Restructuring Costs.~~Restructuring costs in 2005 were $1.1 million, as a result of the restructuring executed by the Company in February 2005, which resulted in the lay-off of approximately 40 employees. The Company did not incur any restructuring costs in 2004.expenses.

Financial expenses, net.

Our financial expenses, net, decreased ~~25.0%~~21.4% to ~~$1.8~~$2.2 million in ~~2005~~2008 from ~~$2.4~~$2.8 million in ~~2004.~~2007. Total financial income decreased $0.2 million to $0.6 million in 2008 from $0.8 million in 2007, which was offset by the decrease in financial expenses of $0.8 million to $2.8 million in 2008 from $3.6 million in 2007. The decrease ~~resulted~~is mainly due to the decrease in the aggregate amount of our outstanding debentures and short term loans from financial institutions during 2008. In January and February 2008, we repurchased an aggregate amount of NIS 7,600,000 nominal value of debentures, representing approximately, $2.1 million of the outstanding debentures. As a ~~reduction in~~result, the amount of ~~(short and long term) loans outstanding, from $16.8~~the annual interest payment that we paid in 2008 was reduced to approximately NIS 2.1 million ~~at the end of 2004 to $11.8 million at the end of 2004, which led to a reduction in the amount of interest incurred~~ or ~~paid during 2005.~~$0.6 million. In addition, in 2005, we capitalized $100,000 of financial expenses related to software development, in accordance with SFAS No. 86 which further reduced our financial expenses, and there was a reduction in the amount of bank feesDecember 2008, we paid ~~from $249,000 in 2004~~ to ~~$84,000 in 2005.~~our debenture holders, $3.5 million for the third installment repayment of the principal amount due under the debentures.

Taxes on Income.

Our net tax expenses in ~~2005~~2008 were ~~$1.8~~$0.58 million compared with ~~$217,000~~$0.34 million in 2004. In 2005, we increased our deferred income tax assets resulting from loss carry-forward and other tax credits by $658,000 and increased the related valuation allowance by $1.5 million. We also recorded a write-off of tax advances, which were included in current assets, in the amount of $783,000. As a result, our deferred tax asset and tax advances were reduced by a total of $1.6 million. In addition, we wrote off $80,000 of current tax expenses in Japan and $118,000 of tax advances in other territories. 2007.

Our ~~entire~~ provision for taxes on income relates to operations in jurisdictions other than the Netherlands Antilles. The effective income tax rate varies from period to period as ~~the~~a result of the various jurisdictions in which we operate and where each one has its own system of taxation (not only with respect to the nominal rate, but also with respect to the allowance of deductions, credits and other benefits). We record a valuation allowance if we believe that it is more likely than not that the deferred income taxes regarding the loss ~~carryforwards~~carry forwards and other temporary differences, on which a valuation allowance has been provided, will not be realized in the foreseeable future. We did not recognize a majority of the deferred tax assets relating to the net operating losses of our subsidiaries worldwide due to the uncertainty of the realization of such tax benefits in the foreseeable future.

Net Loss.

Net loss to ~~shareholders~~holders of ~~common shares~~our Common Shares was $0.3 million for ~~2005 was $9.1 million, an increase~~2008, a decrease of ~~78.4%~~88.0% compared with a net loss to shareholders of ~~$5.1~~$2.5 million in ~~2004.~~2007. The ~~increase~~decrease in net loss to shareholders in ~~2005~~2008 was ~~primarily~~ due to the ~~decline~~increase in ~~our total revenues, which was not matched by a similar decline~~operational profit of $1.7 million to $2.5 million in ~~expenses and due to the restructuring expense~~2008, compared with an operational profit of $0.8 million in ~~2005 of $1.1 million and the reduction of our deferred tax asset and tax advances by a total of $1.6 million.~~2007.

~~Accelerated Options.~~In December 2005, we accelerated the vesting of all unvested stock options held by employees and directors. All of the options were considered out-of-the-money since the stated option exercise price was greater than the closing price of our Common Shares on the day we approved the acceleration ($1.50). Unvested options to purchase approximately 1.7 million shares became exercisable as a result of the vesting acceleration. Our decision to accelerate the vesting of those options was based primarily upon the issuance of SFAS No. 123(R) (revised 2004), which requires the Company to treat all unvested stock options as compensation expense effective January 1, 2006. The vesting acceleration did not result in the recognition of compensation expense in the year ended December 31, 2005.We prepared pro-forma results for 2005 as if we had recorded a compensation expense for the accelerations performed in December 2005. Such pro-forma results appear in the footnotes to our consolidated financial statements and reflect approximately $1.9 million of compensation expense for the year ended December 31, 2005resulting from the vesting acceleration. See Notes 2t and 2v of our consolidated financial statements for a description of SFAS No. 123(R) and its expected effect on our losses and losses per share.

Years ended December 31, 20032006 and 20042007

RevenuesRevenues..

Total revenues in ~~2004~~2007 decreased ~~8.6%~~4.3% to ~~$47.8~~$42.4 million from ~~$52.3~~$44.3 million in ~~2003.~~2006. Product revenues in ~~2004~~2007 decreased ~~17.8%~~46.2% to ~~$26.8~~$5.6 million in ~~2004~~2007 from ~~$32.6~~$10.4 million in ~~2003.~~2006. Consulting and other service revenues in ~~2004~~2007 increased ~~6.5%~~8.6% to ~~$21.0~~$36.8 million from ~~$19.7~~$33.9 million in ~~2003.~~2006.

Our product revenues for the year ~~2004~~2007 decreased ~~mainly due to the completion of multi-year projects for two of~~and our customers - CSC and OneBeacon in the United States, which amounted to a decline of $3.3 million, or 57% of the decline in our product revenue. Product revenues also declined as a result of the prolonged periods of time required to negotiate with our customers, particularly in the insurance industry. The increase in consulting and other service revenues ~~came as~~increased mainly due to a ~~result~~planned shift from fixed price projects to time and material based projects, and the completion of higher revenues from maintenance, while revenues from consulting remained stable. Maintenance revenues increased because of several long-term customers (who had previously not had maintenance agreements) entering into maintenance agreements, primarily in England,certain fixed price projects during the ~~United States, Germany and Switzerland where the increases from 2003 amounted to $223,000, $356,000, $137,000 and $122,000, respectively.~~year.

Cost of Revenues and Gross Profit.

Cost of revenues ~~products:,~~decreased 11.1% to $25.6 million in 2007 from $28.8 million in 2006. Cost of revenues relating to products was comprised of salaries and other personnel-related expenses of software consultants and engineers ~~was $11.7~~($1.0 million, or ~~70.6%~~30.3% of our total costs of products in ~~2004,~~2007, and ~~$13.8~~$4.0 million, or ~~78.9%~~63.5% of our total costs of products in ~~2003,~~2006), amortization of capitalized software development costs ~~was $3.0~~($1.0 million or ~~17.9%~~30.3% of our total costs of products in ~~2004~~2007 and ~~$2.3~~$1.1 million or ~~13.0%~~17.5% of our total costs of products in ~~2003,~~2006), royalties to the ~~OCS was $1.6~~Office of the Chief Scientist of the Ministry of Industry, Trade and Labor of Israel (“OCS”) ($0.6 million or ~~9.6%~~18.2% of our total costs of products in ~~2004,~~2007, and ~~$1.2~~$0.5 million or ~~7.1%~~7.9% of our total costs of products in ~~2003~~2006) and other costs ~~were $323,000~~($0.7 million or ~~1.9%~~21.2% of our total costs of products in ~~2004,~~2007, and ~~$166,000~~$0.7 million or ~~1.0%~~11.1% of our total costs of products in ~~2003)~~2006). Cost of revenues ~~Consulting~~relating to consulting and other ~~services: included~~services was comprised of salaries and other personnel-related expenses, and amortization of capitalized software development costs. Salaries and other personnel-related expenses amounted to $20.3 million or 91% of our total costs of consulting and other services in ~~2004 an additional line item for impairment~~2007, and $19.0 million or 84.4% of our total costs of consulting and other services in 2006. Amortization of capitalized software development costs amounted to $2.0 million or 9.0% of ~~$901,000 which contributed~~our cost of revenues related to consulting in 2007, and $3.5 million or 15.6% of our cost of revenues related to consulting in 2006. The decrease of the ~~decline~~amortized software development costs related to consulting in ~~gross profit.~~2007 was mainly due to completion of the amortization period of certain of our capitalized software development costs related to older products during 2007, offset by the commencement of the amortization of new capitalized software development costs amortized over a higher average useful life than in the prior years.

Our gross profit in ~~2004 decreased 15.0%~~2007 increased 8.4% to ~~$20.1~~$16.8 million from ~~$23.7~~$15.5 million in ~~2003. Without the $901,000 impairment, gross profit in 2004 would have been $21.0 million, representing a decrease of 11.4% from 2003.~~2006. The gross profit margin ~~decreased~~increased by ~~7.0%~~13.1% to ~~42.1%~~39.6% from ~~45.3%~~35.0% in ~~2003,~~2006. Gross margin increased mainly as a result of ~~this impairment~~the completion of the amortization period of certain of our capitalized software development ~~costs. Without such impairment, gross profit margin for 2004 would have been 44.0%. Gross profit margin was further negatively affected~~costs related to older products during 2007, partially offset by the ~~increase in~~commencement of the amortization of new capitalized software development costs amortized over a higher average useful life than in ~~2004, as described below.~~the prior years.

Gross profit from product revenues decreased ~~32.4%~~43.9% in ~~2004~~2007 to ~~$10.2~~$2.3 million ~~(without taking into account the $901,000 impairment which cannot be allocated to products or to consulting and other services, and is therefore a separate line item)~~ from ~~$15.1~~$4.1 million in 2003, because revenues decreased greater than the decreases in salaries and other personnel-related expenses, and such cost reductions were partially neutralized due to (i) increases in the amortization of software development costs, and (ii) increases in the royalties paid to the OCS, each as described below.2006. Gross margin from product revenues was ~~38.1%~~41.1% in ~~2004, a decrease~~2007, an increase of ~~17.7%~~4.3% from ~~46.3%~~39.4% in ~~2003.~~

Royalty expense pursuant to the OCS funding programs, included in cost of products, increased in 2004 by 33.3% to $1.6 million from $1.2 million in 2003. The increase in royalties to the OCS occurred due to the one-time drop in our liability to the OCS in 2003, resulting from an arrangement entered into with the OCS in that year.

Amortization of capitalized software development costs increased 30.4% to $3.0 million in 2004 (without taking into account the impairment charge of $901,000) from $2.3 million in 2003 due to the increase in capitalized development costs in 2003 relating to our Sapiens eMerge™ solution.

2006. Gross profit from consulting, maintenance and other services increased ~~25.6%~~27.2% to ~~$10.8~~$14.5 million in ~~2004~~2007 from ~~$8.6~~$11.4 million in ~~2003. At the same time, gross~~2006. Gross margin from consulting, maintenance and other services ~~improved 18.1%~~increased 17.3% in ~~2004~~2007 to ~~51.6%~~39.4% from ~~43.6%~~33.6% in ~~2003.~~2006.

Amortization of capitalized software development costs decreased 34.8% to $3.0 million in 2007 from $4.6 million in 2006. The ~~improvement~~decrease was due to the completion of the amortization period of certain of our capitalized software development costs related to older products during 2007, partially offset by the commencement of the amortization of new capitalized software development costs amortized over a higher average useful life than in ~~gross profit and gross margin derived primarily from our continuing efficiency measures, at~~ the ~~center of which was better utilization of manpower resources.~~prior years.

Research and Development, net.

R&D costs were mainly comprised of labor costs and depreciation of property and equipment, reduced by grants from the OCS and capitalization of software development costs. Net R&D expenses ~~decreased 32.4%~~increased 40.0% in ~~2004~~2007 to $3.5 million from $2.5 million ~~from $3.7 million~~ in ~~2003.~~2006. The ~~decreased~~increase in spending on R&D recorded in ~~2004,~~2007, as compared with the previous year, reflects our efforts to make our development activity more efficient through reducing work force, salaries and other personnel-related expenses decreased to $6.7 million in 2004 from $6.9 million in 2003 as well as increased grantsresulted from the ~~OCS Our net R&D expenditure benefited from OCS funding in the amounts~~reduction of ~~$833,000 in 2004 and $134,000 in 2003.~~capitalized software development costs.

Capitalized software development costs ~~increased 4.4%~~decreased 31.9% to $3.2 million in 2007 compared with $4.7 million in ~~2004 compared with $4.5~~2006 while direct labor costs remained constant: $4.1 million in ~~2003. This increase reflects our efforts to accelerate development of our INSIGHT™ group of products for the insurance industry.~~2007 and $4.1 million in 2006.

Selling, Marketing, General and Administrative expenses, net.

SG&A expenses decreased ~~10.2%~~8.1% in ~~2004~~2007 to ~~$19.3~~$12.5 million from ~~$21.5~~$13.6 million in ~~2003. Salaries~~2006. SG&A expenses consisted primarily of salaries and other personnel-related expenses, which in 2007 amounted to ~~$12.7~~$6.8 million, ~~in 2004,~~ or ~~65.8%~~54.4% of total SG&A expenses, and ~~$14.7~~in 2006 to $8.1 million ~~in 2003~~ or ~~68.3%~~59.6% of total SG&A expenses, as well as other costs associated with our sales and marketing ~~efforts.~~efforts and our general and administrative activities such as rent which amounted to $1.8 million in 2007, accounting, legal and other public company expenses in the amount of $0.8 million, depreciation costs of $0.3 million, and marketing costs, including tradeshows and design, in the amount of $0.2 million. General and administrative expenses included management salaries, offices and office maintenance, communications, external consultants and other expenses. The decrease in SG&A expenses in ~~2004~~2007 was the result of ~~planned~~a reduction in headcount and consistent efficiency measures implemented by our ~~management. Furthermore, expressed~~management, which resulted in reduced expenses.

Restructuring Costs.

In 2007, we incurred no restructuring costs. Restructuring costs in 2006 were $0.76 million as a ~~percent~~result of ~~total revenues, SG&A expenses decreased to 40.4%~~the restructuring we implemented in ~~2004 from 41.1%~~February 2006, which resulted in ~~2003, since expenses were reduced at a greater rate than~~ the ~~decline in total revenues from 2003 to 2004.~~termination of approximately 25 employees.

Financial expenses, net.

Our financial expenses, net, increased ~~152%~~27.3% to ~~$2.4~~$2.8 million in ~~2004~~2007 from ~~$958,000~~$2.2 million in ~~2003.~~2006. The increase ~~resulted from the accrual of interest amounts to be paid by the Company relating~~was mainly due to the devaluation of the US dollar against the NIS. Since we are obligated to pay the principal and the interest of our debentures in NIS, but we record the ~~amount~~expenses in our financial statements in US dollars, the devaluation of ~~$1.2~~the US dollar results in an increase in our financial expenses. During 2007, we paid $0.98 million as interest to our debenture holders, and $4.4 million for the ~~amortization~~second installment repayment of ~~issuance expenses and~~ the ~~discount relating to~~principal of the ~~debentures, in the amount of $595,000.~~debentures.

Taxes on Income.~~The~~

Our net tax expenses in ~~2004~~2007 were ~~$217,000~~$0.34 million compared with ~~a net~~$0.33 million in 2006.

Our provision for taxes on income relates to operations in jurisdictions other than the Netherlands Antilles. The effective income tax ~~benefit of $19,000 in 2003. The extraordinary tax benefit in 2003 was the~~rate varies from period to period as a result of ~~losses recorded~~the various jurisdictions in which we operate and where each one has its own system of taxation (not only with respect to the nominal rate, but also with respect to the allowance of deductions, credits and other benefits). We record a valuation allowance if we believe that it is more likely than not that the deferred income taxes regarding the loss carry forwards and other temporary differences, on which a valuation allowance has been provided, will not be realized in the ~~United Kingdom in 2003 which enabled us to set-off amounts due in previous years~~foreseeable future. We did not recognize a majority of the deferred tax assets relating to the UKnet operating losses of our subsidiaries worldwide due to the uncertainty of the realization of such tax ~~authorities, thereby enabling us to record a tax benefit.~~benefits in the foreseeable future.

Net Loss.

Net loss to ~~shareholders~~holders of ~~common shares~~our Common Shares was $2.5 million for ~~2004 was $5.1 million, an increase~~2007, a decrease of ~~132%~~34.2% compared with a net loss to shareholders of $3.8 million in 2006. The decrease in net loss to shareholders in 2007 was due to the shift to operational profit of $0.8 million, compared with an operating loss of $1.3 million in 2006. The decrease in net loss was partially offset by an increase in financial expenses, net and other expenses, which were $2.9 million in 2007, compared to $2.2 million in ~~2003. The increase in loss in 2004 was primarily due to the decline in our total revenues, which was not matched by a similar decline in expenses.~~2006.

~~Settlement of Redeemable Shares in a Subsidiary.~~In March 2004, in the context of the restructuring of the Put/Call Agreement, we issued to the Investors (i) 750,000 Common Shares, (ii) warrants to purchase 350,000 Common Shares at an exercise price of $4.00 per share, exercisable until December 31, 2007, and (iii) a commitment to pay $8.6 million by May 2005. The warrants were valued at $560,000 using the Black-Scholes pricing model. The difference between the fair value of the three components, and the carrying amount of the liability before the modification, in the amount of $299,000, was recorded as a settlement of redeemable shares in a subsidiary deemed dividend in our consolidated statements of operations. See Item 10, “Additional Information – Material Contracts and Note 1 of our consolidated financial statements.32


B.	Liquidity and Capital ~~Resources~~Resources.

~~Cash,~~Our cash ~~equivalents, marketable securities~~ and ~~short-term deposits~~cash equivalents at the end of ~~2005~~2008 were ~~$12.0~~$7.9 million, compared with ~~$22.1~~$13.1 million at the end of ~~2004.~~2007. The decrease in such liquid assets was due ~~mainly~~ to ~~the repayment of loans~~decrease in short term bank credit in the ~~net~~ amount of ~~$6.9~~$5.0 million, ~~investment~~our repurchase of the outstanding debentures in ~~research~~January and ~~development activity~~February 2008 and the December 2008 payment of ~~$4.3 million, and cash used~~the third installment of the principal amount of outstanding debentures in ~~operating activities.~~the amount of approximately $5.5 million. The decrease was partially offset by ~~the $2.0 million investment by Formula in June 2005.~~improved collection and positive cash flow from operating activities.

Net cash provided by operating activities was ~~$0.3~~$9.8 million in ~~2005~~2008, compared with net cash ~~used in~~provided by operating activities of $7.1 million in ~~2004 of $3.0 million.~~2007. This change reflects the ~~net loss for 2005~~improved operational profit in 2008 of ~~$9.1~~$2.5 million and a decrease in other liabilities, trade payables and accrued expenses of $2.2 million offset by depreciation and amortization charges of $5.2 million, a decrease in certain receivables, prepaid expenses and trade receivables of $3.3 million, a decrease ofcompared to $0.8 million ~~in deferred taxes and an increase in deferred revenue of $2.0 million.~~during 2007.

Net cash ~~provided by~~used in investing activities was ~~$0.9~~$3.9 million in ~~2005,~~2008, compared with net cash used in investing activities in ~~2004~~2007 of ~~$15.5~~$3.3 million. In ~~2005,~~2008, we ~~generated $5.6 million cash from the sale of marketable securities, which was offset by~~consummated investments in software development of ~~$4.3~~$3.5 million and ~~the~~ purchase of property and equipment of ~~$0.4~~$0.8 million. ~~The high~~This was partially offset by the proceeds from our sale of a building in France in the amount of cash used in investing activities in 2004, was a result of our using the proceeds of the December 2003 debenture offering during the course of 2004. Of the 2004 net proceeds, $10.3 million was used for the purchase of marketable securities, $4.7 million for investment in software development and $0.4 million for the purchase of property and equipment.$0.42 million.

Net cash used in financing activities totaled ~~$4.9~~$10.9 million in ~~2005,~~2008, compared with ~~$2.9~~$6 million provided by financing activities in ~~2004. The main outlay~~2007. In 2008, we decreased our short term bank credit in the amount of ~~cash~~$5.0 million, repurchased as well as repaid the third payment of the principal amounts outstanding under our convertible debentures in the amount of $5.5 million, and repaid the principal of a long term loan in the amount of $0.5 million. This was partially offset by the proceeds from an employee stock option exercise that we received in the amount of $0.1 million. During 2007, we completed a fundraising in the amount of $19.4 million, which offset amounts used in financing activities in ~~2005 was $6.9 million, net, in repayment of short and long term loans. In 2005, we received gross proceeds of $2.0 million from the investment by Formula in June 2005.~~2007.

Credit Lines

~~Until June 27, 2006, we had~~We have a ~~revolving credit line facility for borrowings of up to $18.5 million, which was available until June 30, 2006. On June 27, 2006, we entered into new agreements with the banks regarding a new~~ revolving credit line facility for borrowings of up to $9.2 million, ~~which is~~ available until June 30, ~~2007. Although~~2009. We are currently negotiating the ~~total amount~~extension of the credit facility ~~was reduced, as a result of the changes~~for another year. Due to the ~~restrictions relating~~current worldwide economic situation, especially in the banking sector, we cannot be certain that an agreement will be signed to ~~credit facility, the actual amount that we can draw under~~extend the credit facility ~~has increased by approximately $3.0~~in the same amount of $9.2 million ~~over the credit facility that expires~~ on ~~June 30, 2006.~~substantially similar terms.

As a condition for receiving the ~~new~~current credit lines from our lender banks, we undertook, among other things, (a) not to charge or sell our assets to any entity ~~whatever~~whatsoever without the advance written consent of the banks, (b) that the total of our debts and obligations to the banks will not at any time exceed ~~$9.5~~$9.2 million, and (c) that the total of our accounts receivable from customers will not be less than $6.0 million. In addition, we undertook that our quarterly earnings before income tax, depreciation and amortization will be positive through June 30, ~~2007~~2009 and that our aggregate earnings before income tax, depreciation and amortization for ~~each of~~ the year ended December 31, ~~2006,~~2008, and the six-month period ended June 30, ~~2007,~~2009, will not be less than $1.0 million. We also undertook that our shareholders’ equity will not be less than $3.0 million. In addition, we undertook, on behalf of each of our subsidiaries, to provide the banks with cross guarantees from each subsidiary to secure our performance and fulfillment of any of our or our subsidiaries’ obligations under the facilities. Among themselves, the banks are entitled to repayment of our debts in proportion to our debts to each ~~bank.As~~such bank. As a result of negotiations regarding the extension of our loan agreements, the assets of our subsidiary in the United States ~~will be~~are subject to a UCC-1 security interest and the assets of our subsidiaries in Israel and the United Kingdom ~~will be~~are subject to floating liens.

Under the credit lines, ~~expiring on June 30, 2006,~~ borrowings in US dollars bear interest at rates ~~ranging between the London Interbank Offered Rate (“LIBOR”)~~of LIBOR plus ~~2% to plus 2.25%~~1.75% and borrowings in ~~New Israeli Shekels (“NIS”)~~NIS bear interest at the prime rate of interest in Israel plus 0.7%. ~~The interest rates under the new credit lines have not yet been finalized.~~

In 2008, we met all of the ~~fourth quarter of 2005, we did not fulfill~~conditions for receiving the ~~covenant contained in our loan agreements pertaining to maintenance of cumulative, quarterly earnings at certain levels.~~

current credit lines. There can be no assurance that we will continue to fulfill the covenants we undertook or, if we do not fulfill one or more of the covenants that we will receive from our lender banks waivers of the ~~necessity~~required fulfillment of ~~fulfilling~~ such covenants.

As of December 31, 2008, we had not utilized any of our credit lines.

Fund raising

In ~~December 2006,~~June 2007, we ~~must re-pay $5.2~~entered into a private placement investment transaction with several institutional investors, private investors and Formula for an aggregate gross investment amount of $20 million ~~$4.6~~(excluding finders’ fees and out of pocket expenses), $6.5 million of which ~~represents~~was invested by Formula. We issued to the ~~first~~investors an aggregate of ~~four installment payments~~6,666,667 Common Shares (of which 2,166,666 Common Shares were issued to Formula), at a price per share of $3.00 which reflected a premium of approximately 25% above the trading price of our Common Shares (as of the date on which our Board of Directors approved the investment).

Debenture Issuance, Repayments and Buybacks

A prior source of liquidity for our Company was our offering of convertible debentures on the TASE in December 2003, which provided gross proceeds to us in an approximate amount of $18.6 million (after including approximately $1.5 million of additional debentures that were purchased in March 2004 pursuant to options that were issued as part of the December 2003 closing). The debentures bear interest at an annual rate of 6.0%, payable on the 5th of June and ~~$0.6~~the 5th of December each year commencing on June 5, 2004 and ending on December 5, 2009. Principal is payable in four installments, on the 5th of December of the years 2006-2009. Our obligations under the debentures are denominated in NIS but would become linked to the US dollar if the exchange rate between the NIS and the US dollar is greater than NIS 4.394 per 1 US dollar (on March 31, 2009, the exchange rate between the NIS and the US dollar was NIS 4.188 per 1 US dollar).

In June 2007, we repurchased an aggregate amount of NIS 15,000,000 nominal value, representing approximately $3.5 million, ~~represents part~~of the then outstanding debentures. Pursuant to the terms of the prospectus governing the debentures, the debentures repurchased by us were retired and removed from circulation.

In January and February 2008, we repurchased an additional aggregate amount of NIS 7,600,000 nominal value, representing approximately $2.1 million, of the outstanding debentures. Similarly, in January 2009, we repurchased an aggregate amount of NIS1,605,799 nominal value, representing approximately $0.4 million, of the outstanding debentures. Pursuant to the terms of the prospectus governing the debentures, the amount repurchased by us was retired and removed from circulation. As a result of such repurchases, the amount of the semi-annual interest ~~payments. We have not created sufficient positive cash flow from operations~~payments that we paid in June 2008 was reduced to ~~make such payment. In May 2006, at~~approximately NIS 1.0 million or $0.3 million. Similarly, the ~~request~~total amount that we paid in December 2008 under the outstanding debentures was reduced to approximately NIS 14.9 million or $3.7 million (using the December 5, 2008 exchange rate of NIS 3.981 per $1), consisting of the ~~trustee on behalf~~third of the ~~debenture holders, we held a meeting~~four annual re-payments of the ~~debenture holders to update them about the status~~principal of the ~~Company.~~debentures in an amount of approximately NIS 13.9 million or $3.5 million, and a reduced semi-annual interest payment of approximately NIS 1.0 million or $0.2 million.

(For further details ~~about the debentures,~~on certain of these transactions, see Item 10, “Additional Information – Material Contracts.”)

In ~~June 2006,~~2008, we entered into a term sheet with Formula pursuant to which Formula will invest $2.0 million in the Company. The potential investment is subject to the execution of a binding agreement and subject to the completion of certain closing conditions. The purchase price per share will be equal to the average closing price for the 10 day period prior to the execution of the agreement being entered into.

~~In June 2006, we entered into a term sheet with F.I.D. Holdings Ltd. and Israel Discount Bank Ltd., regarding the conversion of the $1.0 million payment that was due to them~~generated positive cash flow on April 1, 2006 into our Common Shares, at a conversion price per share equal to the average closing price for the 10 day period prior to the execution of the agreement being entered into, and the delaying until August 1, 2007 of the $1.0 million payment that is currently due on August 1, 2006. The term sheet is subject to the execution of a binding agreement and subject to the fulfillment of certain conditions.an annual basis.

Management believes that the ~~new credit lines,~~proceeds of the June 2007 $20 million private placement investment together with ~~the potential investment by Formula~~positive cash flow generated during 2007 and ~~the potential renegotiation of the payment terms with the Investors,~~2008 will be sufficient for ~~its~~our present requirements, and at least until December 31, ~~2006, to support our operating and financing requirements. In addition, we have been considering financing alternatives~~2009, to support our operating and financing requirements.


C.	Research and Development

See section A. ~~“Results~~“Operating Results” of ~~Operations” above.~~this Item 5 above for a description of our R&D policies and amounts expended thereon during the last two fiscal years.


D.	Trend Information

The global insurance industry ~~has changed over the past few years,~~is constantly changing as a result of ~~four events:~~ regulatory ~~changes, large pay-outs, poor returns on investments and globalization.~~

~~Regulatory changes are being felt throughout the industry. Many~~changes. Insurance companies must comply with regulations such as the Sarbanes-Oxley Act ~~of 2002~~ in the United States, Solvency II in Europe and ~~the International Convergence of Capital Measurement and Capital Standards, known as Basel II.~~other directives regarding transparency. In addition, many individual countries have increased supervision over local insurance companies.

Particularly in the reinsurance and the property and casualty markets, insurance companies have had to make large pay outs because of events such as September 11, 2001 and other terrorist incidents as well as great natural disasters such as Hurricane Katrina in the United States.34

Globally, the insurance industry has witnessed cross-border mergers and acquisitions, and the entry of international insurance companies into new emerging markets.

In 2000 and 2001 insurance companies generated poor returns, if not losses, on their investments. As a result, and particularly in Europe, many companies are now more cautious, are concerned about equity losses and are emphasizing cost efficiency. In North America, companies are more aggressive and many insurance companies are increasing their IT budgets. However, most insurance companies are still not willing to change their platforms and core software, despite the acknowledged need.

In Europe, regulators and insurers have been very active and creative, motivated by past financial crises and the need for pension restructuring. Distribution of policies is being optimized with the increasing use of ~~Bancassurance~~Bank Assurance (selling of insurance through a bank’s established distribution channels), supermarkets and kiosks (insurance stands). Nevertheless, European insurers, and to some extent North American insurers, are cautiously approaching spending increases and most companies have not decided to change their software.

Finally, ~~from 2001 to 2004,~~in recent years there has been constant significant growth in income from annual premiums. The recent financial developments worldwide may reduce insurers’ revenues from such premiums, ~~grew by approximately 34%.~~however, thereby reducing the likelihood that insurers will make additional expenditures to purchase our products and services.

We believe that the insurance market is changing and the reasons that contributed to the delays we experienced in penetration of the insurance industry are gradually fading away. However, delays in our growth and expansion could be caused by the recent financial developments worldwide.

~~However,~~Under current circumstances, we expect that additional time will be required to fully implement our strategy of focusing on the insurance industry, and that our results of operations and financial condition could continue to be adversely ~~affected.~~affected, especially in light of the recent worldwide economic downturn. We are addressing the challenges posed by the market environment by focusing our marketing and selling efforts and by further reducing the expenses of our ~~operation.~~operations.


E.	Off-Balance Sheet Arrangements

WeIn 2008, we entered into hedging transactions, by purchasing (i) put options in total amount of up to $9.8 million, to protect against the devaluation of the US Dollar, exercisable by us in the range of NIS 3.30 – 3.70 per Dollar, and (ii) put options in total amount of $1.0 million, to protect against the devaluation of the US dollar, exercisable by us at the rate of GBP 0.54 per US dollar. During 2008, we recorded a total gain of $106,000 from the performance of put options contracts. As of December 31, 2008, we had put option contracts outstanding in the amount of $3.3 million. Except for the abovementioned put options contracts, we have no other off-balance sheet concentration of credit risk such as foreign exchange contracts ~~options contracts~~ or other foreign hedging ~~arrangement as~~arrangements. In 2009, we purchased put options in the total amount of ~~December 31, 2005, other than forward exchange contracts to hedge certain transactions denominated in foreign currencies~~$1.8 million to protect ~~ourselves from risk that~~against the ~~eventual dollar cash flows from international activities will be adversely affected~~devaluation of the US Dollar exercisable by ~~changes in~~us at the ~~exchange rates. Such hedging contracts are further described in Note 2r of our consolidated financial statements.~~rate NIS4.00 per US Dollar.


F.	Contractual Obligations

The following table sets forth information on our short-term and long-term contractual obligations as at December 31, ~~2005~~2008 (in thousands of dollars):.

Total

Up to 1 year

1 to 3 years

3 to 5 years

Over 5 years

Convertible debentures

$
18,366

$
4,464

$
9,174

$
4,728

$
–

Short-term bank credit

1,830

1,830

–

–

–

Short-term bank loans

10,120

10,120

–

–

–

Long-term loan-investors

2,000

2,000

–

–

–

Long-term liability-third party

1,366

690

676

–

–

Long-term bank loans

8

8

–

–

–

Accrued severance pay

768

–

–

–

768

Operating leasing

9,039

2,457

4,171

2,411

–

Total

$
43,497

$
20,594

$
14,000

$
6,135

$
768

	Payments due by period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		Over 5 years



Convertible debentures	$	5,380	$	5,380	$	-	$	-	$	-

Long-term loan		174		-		174		-		-
Long-term liability-third party		365		365				-		-

Accrued severance pay		1,136		-		-		-		1,136
Provision for tax exposures		150		150
Operating leasing		5,325		2,603		2,541		181		-


Total	$	12,530	$	8,498	$	2,715	$	181	$	1,136

3335


ITEM 6.		DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


A.	Directors and ~~Officers of Registrant~~Senior Management

The following table sets forth certain information regarding the current executive officers and directors of the Company.


				Name	Age	Position



~~Name~~ Eli Reifman	39	~~Age~~	~~Position~~

~~Ron Zuckerman (1)~~		49	Chairman of the Board of Directors
Ron Al Dor	48	45	President, Chief Executive Officer and Director
~~Elior Brin~~ Roni Giladi	38	50	~~Executive Vice President and~~ Chief Financial Officer
~~Yitzhak Sharir~~ Rami Doron	51	55	~~Director~~ Chief Operating Officer
Naamit Salomon (1)	45	Director
Yacov Elinav (2)	64	61	Director
Uzi Netanel (2)	73	70	Director
~~Dan Goldstein~~ Eyal Ben Chlouche (2)	47	51	Director
~~Gad Goldstein~~Guy Bernstein (1)	41	47	Director
~~Ido Schechter (1) (2)~~ Hadas Gazit Kaiser	33	45	Director
~~Naamit Salomon~~ United International Trust N.V. (3)		42	Director
~~Fortis Intertrust (Curaçao) N.V. (3)~~			~~Director~~

(1)	Member of Compensation Committee

(2)
~~(2)~~	Member of Audit Committee

(3)
~~(3)~~	~~Fortis Intertrust (Curaçao)~~United International Trust N.V. is a corporate body organized under the laws of the Netherlands Antilles. The Articles of Incorporation of the Company provide that a corporate body may be a member of the Board of Directors.

~~Ron Zuckerman~~Eli Reifman has served as ~~a director of the Company since May 1991 and assumed the position of~~ Chairman of the Board of Directors onsince January 1, ~~1998. He~~2007. Mr. Reifman is a Co-founder and President of Emblaze. Prior to his appointment as President of Emblaze in December 2006, Mr. Reifman served as Chief Executive Officer of Emblaze from 2000 to 2006. Emblaze was established as GEO Interactive Ltd. (“GEO”), which was co-founded by Mr. Reifman in 1994. Prior to founding GEO, Mr. Reifman was the ~~Company from January 1995 until March 31, 2000. Mr. Zuckerman served as Chief Operating Officer~~head of the ~~Company from its incorporation until April 1994. Mr. Zuckerman~~Technical Development Department and acting head of all production in the Training Development Center of the Israeli Defense Forces, where he was a founder and served as Chairman of Precise Software Solutions Ltd. until it was acquired by Veritas in June 2003 and serves as a director of Attunity Ltd. and Tamir Fishman Ventures Ltd. Mr. Zuckerman serves as an advisor to Magnum Communications Fund and the First Israeli Turnaround Fund.responsible for producing high-end military simulators.

Ron Al Dorjoined the Company as President and Chief Executive Officer in November 2005 and has served as a director of the Company since November 2005. Prior to joining the Company, Mr. Al Dor was one of the two founders of TTI Team Telecom International Ltd. (“TTI”), a global supplier of operations support systems to communications service providers and from August 1996 ~~till~~until 2004, Mr. Al Dor served as President of ~~TTI Team Telecom International Ltd., a global supplier of Operations Support Systems to communications service providers.~~TTI. Prior to that, Mr. Al Dor served as TTI’s Co-President from November 1995 until August 1996 and its Vice President from September 1992 to November 1995. During his service in the Israeli Air Force, Mr. Al Dor worked on projects relating to computerization in aircrafts. Mr. Al Dor is a graduate of the military computer college of the Israeli Air Force, studied computer science and management at Bar Ilan University and attended the Israel Management Center for Business Administration.

~~Elior (Ori) Brin~~Roni Giladi joined the Company as ~~Executive Vice President and~~ Chief Financial Officer in March 2005. In addition to his position at the Company, Mr. Brin also serves as a director of Modelim Kranot Neemanut Ltd., a mutual funds management company, a position he also filled from 1996 through 2003.July 2007. Prior to joining the Company, heMr. Giladi served as the Director of Finance at Emblaze since January 2007. Prior to joining Emblaze, Mr. Giladi served as Chief Financial Officer of ~~publicly traded companies such~~RichFX, from August 2003 until November 2006, after serving as ~~VCON Telecommunications Ltd. 1998-2001), NICE Systems Ltd. (1997-1998), and B.V.R. Technologies Ltd. (1989-1996).~~Corporate Controller since June 2002. Prior to RichFX, Mr. ~~Brin~~Giladi worked at Ernst & Young Israel, from 1997-2002, as a manager in the high-tech practice group. Since July 2007, Mr. Giladi has ~~an MBA from the Recanati School of Business Administration, Tel Aviv University.~~

~~Yitzhak Sharir~~served ~~the Company as President and Chief Executive Officer from November 2000 till November 2005. Since November 2005, Mr. Sharir has continued to serve~~ as a director of MediRisk Solutions Ltd., as the nominee of the Company. Mr. Giladi is Certified Licensed Public Accountant and holds a BA in Business Management and Accounting from the College of Management in Israel.

Rami Doron joined the Company as Chief Operating Officer in February 2007. Prior to joining the Company, Mr. ~~Sharir served as General Manager of Nilit Industries~~Doron led a business unit at Comverse Ltd. from ~~1994 through 2000.~~January 2006 until February 2007. Prior to ~~joining Nilit,~~that, Mr. ~~Sharir served as President & CEO~~Doron was one of ~~Orlite Industries~~the founders of TTI where he led the professional services, R&D and existing customers’ sales units from ~~1990 through 1994.~~December 1993 until May 2005. At TTI, Mr. ~~Sharir~~Doron was involved in defining and building support systems, and was responsible for delivering, maintaining and enlarging the business with worldwide customers. Prior to founding TTI, Mr. Doron led the software division at TEAM Computers Ltd. (“TEAM”) from October 1985 until December 1993, where he was responsible for supporting a large customer base in Israel with TEAM’s R&D and system support. Mr. Doron also served as Executive V.P. and General Manager of Oshap Technologies (1985-1989), V.P. Technology of Urdan Industries (1983-1985), and manager of engineering teams at Israel Aircraft Industries and Israel’s Nuclear Research Center.

~~Dan Goldstein~~has a software development background, having served as a ~~director of~~database expert for several years. During his service in the ~~Company since 2001. He has served as chairman of the board and CEO of Formula Systems (1985) Ltd. since 1985.~~Israeli Air Force, Mr. ~~Goldstein is also the chairman of the board of Matrix-IT and Formula Vision Technologies Ltd. and~~Doron was an electronics officer for six years. Mr. Doron is a ~~director~~graduate of ~~BluePhoenix Solutions Ltd., Magic~~Hadassah College with a degree in Software ~~Enterprises Ltd.,~~Engineering and ~~other companies in the Formula Group. Mr. Goldstein holds a B.A. in mathematics and computer sciences and an M.A. in business administration, both from Tel Aviv University.~~

~~Gad Goldstein~~has served as a director of the Company since 2002. He has served as President of Formula Systems (1985) Ltd. since 1995 and a director since 1985. Between 1985 and 1995, Mr. Goldstein was Vice President of Formula. Mr. Goldstein is Chairman of the Board of BluePhoenix Solutions Ltd. and serves as a director of Matrix, Magic Software Enterprises Ltd., Formula Vision Technologies Ltd. and other companies in the Formula Group. Mr. Goldstein holds a B.A. in economics and an M.A. in business administration, both from Tel Avivhe studied management at Bar-Ilan University.

Naamit Salomonhas served as a director of the Company since September 2003. She has ~~been Vice President, Finance~~held the position of Chief Financial Officer of Formula since August 1997. Ms. Salomon also serves as a director of Magic Software Enterprises ~~Ltd. and BluePhoenix Solutions Ltd., Formula Group Companies.~~(“Magic”) (NASDAQ: MGIC). From 1990 through August 1997, Ms. Salomon was a controller of two large, privately held companies in the Formula Group. Ms. Salomon holds a ~~B.A.~~BA in economics and business administration from Ben Gurion University and an LL.M. from the Bar-Ilan University.

Yacov Elinavhas served as a director of the Company since March 2005. ~~He has~~For over 30 years, Mr. Elinav served ~~as Chairman of the Board of Directors of Diur B.P. Ltd. since 2003. Diur B.P. Ltd. is the real estate subsidiary of~~in various positions at Bank Hapoalim B.M., which is listed on the London and Tel Aviv Stock ~~Exchanges. For over 30 years, Mr. Elinav served in various positions at Bank Hapoalim,~~Exchanges, including over 10 years as a member of the Board of Management, responsible for subsidiary and related companies. From 1992 through 2006, Mr. Elinav served as Chairman of the Board of Directors of Diur B.P. Ltd., the real estate subsidiary of Bank Hapoalim. Since August ~~1994,~~2004, Mr. Elinav has served as ~~a director~~Chairman of the Boards of Directors of DS Securities and Investments, Ltd. and DS ~~Mutual~~Provident Funds Ltd.~~, and since 2004, has served as Chairman of their Boards of Directors.~~ Mr. Elinav also serves on the Board of Directors of several other public and private companies.

Uzi Netanelhas served as a director of the Company since March 2005. He has served as Chairman of the Board of Directors of Maccabi Group Holdings Ltd. since ~~2005,~~2005. From 2004 through 2007, Mr. Netanel served as Chairman of the Board of Directors of MLL Software & Computers Industries Ltd. ~~since 2004~~ and as Chairman of the Executive Committee of Carmel ~~Olephines since 2004.~~Olephines. From 2001 through 2003, Mr. Netanel served as a partner in the FIMI Opportunity Fund. From 1993 through 2001, he served as Active Chairman of Israel Discount Capital Markets and Investments Ltd. From 1997 to 1999, Mr. Netanel served as Chairman of Poliziv Plastics Company (1998) Ltd. Mr. Netanel also serves on the Board of Directors of Israel Oil Refineries, ~~Frutarom Industries~~Carmel Olephines, Gaon Real Estate, The Maman Group, Acme Trading and ~~Caeserea-Vardinon Textiles.~~Harel-PIA funds.

~~Ido Schechter~~Eyal Ben-Chlouchehas served as a director of the Company since ~~June~~August 15, 2008, Mr. Ben-Chlouche served as the Commissioner of Capital Market Insurance and Savings at the Israeli Ministry of Finance from 2002 through 2005, where he was responsible for implementation of fundamental reforms in pension savings. Prior to that, he served as a Deputy Commissioner of Capital Market Insurance and Savings and as a Senior Foreign Exchange and Investment Manager in the Foreign Exchange Department of the Bank of Israel. He also served as an Investment Officer in the Foreign Exchange Department of the Bank of England, in London. Mr. Ben-Chlouche served as Chairman of the Board of Directors of the Shahar Group, Chairman of the Advisory Board of Directors of the Shekel Group until the end of 2007 and serves as a director of Matrix IT Ltd, Migdal Insurance and Financial Holdings Ltd, Migdal Insurance corp. and Migdal Capital Markets Ltd. Mr. Ben-Chlouche serves as Vice Chairman of DavidShield Ltd. and also serves as Chairman of the Advisory Board of the Caesarea Center for Capital Markets and Risk Management. In 2005, Mr. Ben-Chlouche served as a member of the Bachar Committee on Capital Market Reform in Israel. Mr. Ben-Chlouche is an independent director.

Guy Bernstein has served as a director of the Company since January 1, 2007. Mr. Bernstein joined the Emblaze Group as Chief Financial Officer and member of the Board of Directors in April 2004 and was appointed Group Chief Executive Officer in December 2006. Prior to joining Emblaze, Mr. Bernstein served as Chief Financial and Operations Officer of Magic Software Enterprises (“Magic”) (NASDAQ: MGIC), a position he held since 1999. He also acted as the Interim CEO for Magic’s subsidiaries: MSE Israel Ltd. and Coretech Consulting Group. Mr. Bernstein joined Magic from Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, where he acted as senior manager from 1994 to 1997. Mr. Bernstein also serves as Chief Executive Officer of Formula, Chairman of the Board of Magic and Chairman of the Board of Matrix IT Ltd. Mr. Bernstein is a Certified Licensed Public Accountant and holds a BA in Accounting and Economics from Tel Aviv University.

Hadas Gazit Kaiser has served as a director of the Company since July 2007. She has served as the Chief ~~Executive~~Financial Officer of ~~Top Image Systems~~Magic Software Enterprises Ltd. since ~~January 2002 and has been a director of Top Image Systems Ltd. since~~February 2009. From December ~~2004. From January 2001~~2006 until he became CEO, Dr. Schechter was Vice President of TIS’ ASP, an initiative of TIS to offer data collection services via the Internet. Prior to that Dr. Schechter had been TIS’s Vice President of Sales since August 1996. From January 1995 until August 1996, Dr. SchechterFebruary 2009, she served as ~~General~~the Chief Financial Officer and Finance Director of Emblaze. From August 2005 until she became CFO of Emblaze, Ms. Gazit Kaiser served as the Vice President-Finance of Emblaze and the Chief Financial Officer of Emblaze Mobile. From August 2003 to August 2005, Ms. Gazit Kaiser served as the Budget Control Manager of ~~Super Image, a former affiliate of Top Image Systems Ltd., which operated a form processing service bureau.~~TTI. From August ~~1993~~2000 to ~~December 1994, Dr. Schechter oversaw the start-up of automatic form processing services~~August 2003, Ms. Gazit Kaiser acted as a manager at ~~Israel Credit Cards, Ltd. From 1991 to 1993, Dr. Schechter was~~Kost, Forer Gabbay & Kasierer. Ms. Gazit Kaiser holds a ~~research scientist at the Horticultural Research Institute of Ontario, Canada. Dr. Schechter received his Ph.D.~~BA in Economics and ~~M.Sc.~~Accounting and an MBA degree in ~~Plant Physiology~~Finance, both from ~~the~~Tel Aviv University, ~~of Guelph in Ontario, Canada~~ and ~~his B.Sc. from the Hebrew University~~is a Certified Public Accountant in Israel.

~~Fortis Intertrust (Curaçao)~~United International Trust N.V. (“UIT”) is a corporate body organized and existing under the laws of the Netherlands Antilles. It, or one of its predecessor entities, has provided the Company with corporate-related services since April 1990, including ~~but not limited to~~ serving as the Company’s transfer agent and register, maintaining the corporate-related records of the Company, and filing various corporate documents and the annual corporate tax return with the governmental authorities in the Netherlands Antilles. ~~Until May 2006,~~UIT was established by former shareholders of Intertrust (Curaçao) N.V., which subsequently operated under the names of MeesPierson Intertrust (Curaçao) N.V. and Fortis Intertrust (Curaçao) N.V. ~~operated under the name MeesPierson Intertrust (Curaçao) N.V.~~

~~All directors~~The Board of Directors must have a minimum of three, and may have a maximum of 24, directors. Directors of the Company are appointed by ~~the~~our General Meeting of Shareholders and hold office until the expiration of the term of their appointment by our General Meeting of Shareholders, or until they resign or are suspended or dismissed by the General Meeting of Shareholders. ~~Executive~~The Board of Directors may appoint up to four directors in addition to the directors elected by the General Meeting of Shareholders, subject to the maximum number of directors permitted, and any such appointment shall be effective until the next General Meeting of Shareholders. The Board of Directors may fill any vacancies on the Board of Directors, whether as a result of the resignation or dismissal of a director, or as a result of a decision of the Board of Directors to expand the Board of Directors.

Our executive officers are appointed by, ~~the Board of Directors of the Company~~ and serve at the discretion of, ~~the~~our Board of Directors.

~~By virtue~~Two of ~~their deemed beneficial ownership~~our Board members, Messrs. Reifman (the Chairman of ~~Common Shares, directors Dan Goldstein~~our Board of Directors) and ~~Gad Goldstein may be deemed~~Bernstein, serve as executive officers of Emblaze, while Ms. Kaiser, a third Board member, was an executive officer at Emblaze when she was appointed to ~~beneficially own over 50%~~our Board and now serves as an executive officer of Magic Enterprises Ltd, an affiliate of ours. In addition, Ms. Salomon, another Board member of ours, serves as an executive officer at Formula and is a member of the Board of Directors of Magic Enterprises Ltd. Formula directly owns (as of April 1, 2009) approximately 70% of our currently outstanding Common Shares, and, ~~will be~~since November 2006, Emblaze holds a controlling interest in ~~a position to control the election~~Formula (51.7% of the ~~Company’s~~outstanding share capital of Formula as of April 1, 2009). Other than as described immediately above, there are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our directors ~~and thus the direction and future operations~~or members of ~~the Company.~~

~~Directors Dan Goldstein and Gad Goldstein are brothers. Apart from that relationship,~~senior management were selected as such. In addition, there are no family relationships among ~~the~~our executive officers or ~~directors of the Company. The Company has no current intent or plan to change its compensation arrangements with respect to directors for serving as~~ directors.


B.	Compensation of Directors and Officers

The aggregate amount of compensation paid by the Company, or accrued by the Company, during the fiscal year ended December 31, ~~2005,~~2008 with respect to such year, to all directors and executive officers as a group for services in all capacities was ~~$930,000.~~$1,134,000. This amount does not include amounts expended by the Company for automobiles made available to its officers or expenses (including business travel and professional and business association dues) reimbursed to such officers. The aggregate amount set aside or accrued by the Company during its fiscal year ended December 31, ~~2005,~~2008 to provide pension, retirement severance, vacation accrual and similar benefits for directors and executive officers of the Company was ~~$127,000.~~$100,000. The foregoing amounts also exclude stock option grants to the Company’s directors and officers pursuant to the Company’s 1992 Stock Option and Incentive Plan, the Company’s 2003 Share Option Plan and ~~2003~~the Company’s 2005 Special Incentive Share Option Plan, which are described below.

The Company has employment agreements with its officers. The Company, in the ordinary course of its business, enters into confidentiality agreements with its personnel and has entered into non-competition and confidentiality agreements with its officers and high-level technical personnel. The Company does not maintain key person life insurance on any of its executive officers.

Board Fees and Expenses

~~The Company reimburses~~We reimburse all members of our Board ~~members~~of Directors for reasonable out-of-pocket expenses incurred in connection with their attendance at Board of Directors or committee meetings.

~~The Company grants~~We grant to each of ~~its~~our independent directors a fee for attending or participating in Board of Directors meetings and committee ~~meetings.~~meetings, and participating in unanimous written consents.

In the past, ~~the Company has~~we granted to each of ~~its~~our independent directors options to purchase 4,000 ~~shares of the Company’s~~ Common Shares annually. The options were granted at an exercise price equal to the fair market value of the Company’s Common Shares on the date of grant. The term of the options iswas set at 10 years and the options become exercisable in four equal, annual installments, beginning with the first anniversary of the grant date. Since 2005, we have not granted any options to our independent directors.

In 2008, we increased the fees paid to our independent directors to reflect the increase in payments paid to outside directors under the Israeli Companies Law 5759-1999, even though we are not an Israeli company and are not subject to the Israeli Companies Law.

Stock Option and Incentive Plans

1992 Stock Option and Incentive Plan and 2003 Share Option Plan

In 1992, our Board of Directors and shareholders approved the 1992 Stock Option and Incentive Plan (the “1992 Stock Plan”) pursuant to which our officers, directors and employees are eligible to receive awards of stock options and restricted stock. In February 2003, the Board of Directors authorized the extension of the 1992 Stock Plan until April 2012 and our shareholders approved that extension. In 2003, our Board of Directors and shareholders approved the 2003 Share Option Plan (the “2003 Option Plan”), pursuant to which our officers, directors, employees, consultants and contractors are eligible to receive awards of stock options. In the following description, the 1992 Stock Plan and 2003 Option Plan will be referred to together as the “Incentive Plans” and may each be referred to individually as an “Incentive Plan.”

Options granted under the 1992 Stock Plan may be “incentive stock options” (“ISOs”), within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified stock options (“non-Qualified Stock Options”). Restricted stock may be granted in addition to or in lieu of any other award granted under the 1992 Stock Plan. Option grants under the 2003 Option Plan are intended to comply with, and benefit from, applicable tax laws and regulations in Israel.

Each of the Incentive Plans is administered by the ~~compensation committee~~Compensation Committee of our Board of Directors (the “Committee”) ~~established by the Company’s Board of Directors.~~. Subject to the provisions of each Incentive Plan, the Committee determines the type of award, when and to whom awards will be granted and the number of shares covered by each award. The Committee also determines the terms, provisions, and kind of consideration payable (if any), with respect to awards. The Committee has discretionary authority to interpret the Incentive Plans and to adopt rules and regulations related thereto. In determining the persons to whom awards shall be granted and the number of shares covered by each award, the Committee takes into account the contribution to the management, growth and/or profitability of the business of the Company by the respective persons and such factors as the Committee shall deem relevant, including the length of employment of the respective persons, the nature of their responsibilities to the Company, and their flexibility with regard to location of their employment and other employment-related factors.

An option may be granted on such terms and conditions as the Committee may approve, and generally may be exercised for a period of up to 10 years from the date of grant. In 2008, certain grants were limited to an exercise period of 6 years. Options granted under the Incentive Plans become exercisable in four equal, annual installments, beginning with the first anniversary of the date of the grant, or pursuant to such other schedule as the Committee may provide in the option agreement. The exercise price of such options generally will be not less than 100% of the fair market value per share of the Common Shares at the date of the grant. In the case of ISOs, certain limitations will apply with respect to the aggregate value of option shares which can become exercisable for the first time during any one calendar year, and certain additional limitations will apply to “Ten Percent Stockholders” (as defined in the 1992 Stock Plan). The Committee may provide for the payment of the option price in cash, by delivery of other Common Shares having a fair market value equal to such option exercise price, by a combination thereof or by any method in accordance with the terms of the option agreements. The Incentive Plans contain special rules governing the time of exercise of options in the case of death, disability, or other termination of employment. Options are not transferable except by will or pursuant to applicable laws of descent and distribution upon death of the employee.

The 1992 Stock Plan also provides for the granting of restricted stock awards, which are awards of Common Shares that may not be disposed of, except by will or the laws of descent and distribution, for such period as the Committee determines (the “restricted period”). The Committee may also impose such other conditions and restrictions on the shares as it deems appropriate, including the satisfaction of performance criteria. The Committee may provide that such restrictions will lapse with respect to specified percentages of the awarded shares on successive anniversaries of the date of the award. During the restricted period, the grantee is entitled to receive dividends with respect to, and to vote the shares awarded to him or her. If, during the restricted period, the grantee’s continuous employment with the Company terminates for any reason, any shares remaining subject to restrictions will be forfeited. The Committee has the authority to cancel any or all outstanding restrictions prior to the end of the restricted period, including cancellation of restrictions in connection with certain types of termination of employment.

As of December 31, ~~2005,~~2008, we had ~~939,524~~973,817 Common Shares available for future issuance of awards under the Incentive Plans. As of December 31, ~~2005,~~2008, options to purchase ~~2,812,212~~2,698,350 Common Shares, ~~692,250~~1,913,000 of which were held by officers and directors, were outstanding. As of that date, there were 22,280 shares of restricted stock that the Company had granted to employees and other eligible grantees (none of which were held by current ~~and~~or former officers and directors)~~. As of December 31, 1997,~~, and all of ~~the restricted shares~~which had vested (prior to 1998) under the restricted stock awards.

~~In November 2005,~~During the 2007 year, under the Incentive Plans, we granted to our directors and executive officers a total of 350,000 options to purchase Common Shares (including 200,000 options to the Company’s President and Chief Executive Officer) at exercise prices per Common Share ranging between $1.50 and $2.31, which options will expire at the conclusion of ten years.

During the 2008 year, under the Incentive Plans, we granted to our directors and executive officers a total of 65,000 options to purchase Common Shares at an exercise price of $1.50 per Common Share, which options will expire at the conclusion of six years.

New Incentive Stock Option Plan

In 2005, our Board of Directors ~~approved~~authorized a new Incentive Stock Option Plan (the “Special Plan”). and our shareholders approved the Special Plan in 2006. The number of Common ~~shares~~Shares available for grants pursuant to the Special Plan was set at 2,000,000 shares. The Special Plan is intended to be used solely to attract or retain senior management and/or members of the Board ~~members. Options~~of Directors. Unless otherwise determined by the Committee, options granted pursuant to the Special Plan ~~will~~ have an exercise price of $3.00 per share, shares issued upon exercise ~~will be~~are locked up for up to 5five years following the grant date, and the right to obtain shares ~~will be~~is contingent upon the optionee providing services to the Company throughout the entire 5five year period. In the event of a change of control of the Company, any unvested options will be accelerated.

The Special Plan is administered by the Committee. Subject to the provisions of the Special Plan, the Committee determines the type of award, when and to whom awards will be ~~presented~~granted and the number of shares covered by each award. The Committee also determines the terms and provisions with respect to awards. The Committee has discretionary authority to interpret the Special Plan and to adopt rules and regulations related thereto.

Pursuant to the ~~Company’s shareholders, for their approval, at the upcoming Annual General Meeting of Shareholders, which is expected to be held~~Special Plan, in ~~September 2006.~~

In November 2005 the Company’s ~~current~~ President and ~~Chief Executive Officer~~ was granted options to purchase 1,000,000 ~~shares, pursuant to the Special Plan and subject to shareholders approval~~Common Shares at an exercise price of ~~the Special Plan.~~$3.00 per share. In December 2005, as a result of the issuance of SFAS No. 123(R), we accelerated the vesting of all 1,000,000 options. In 2007, the Company’s Chief Operating Officer was granted options to purchase 250,000 Common Shares, pursuant to the Special Plan at an exercise price of $3.00 per share. No options were granted to our executive officers or directors under the Special Plan during 2008.


C.	Board Practices

Members of the Company’s Board of Directors are elected by a vote at the annual general meeting of shareholders and serve for a term of one year. Directors may serve multiple terms and are elected by a majority of the votes cast at the meeting. The Chief Executive Officer serves until his removal by the Board of Directors or resignation from office. ~~Non-employee~~Our non-employee directors do not have agreements with the Company for benefits upon termination of their service as directors.

Audit Committee

The Audit Committee of ~~the~~our Board of Directors is comprised of three independent directors, nominated by the Board of ~~Directors. Until May 2006, former director Rammy Ringel along with~~Directors: Yacov Elinav, ~~and~~ Uzi Netanel ~~served as members of the Audit Committee. In June 2006, the Board of Directors nominated Dr. Ido Schechter to be a member of the Audit Committee, in addition to Yacov Elinav~~ and ~~Uzi Netanel.~~Eyal Ben Chlouche. The Board of Directors has determined that Mr. Elinav meets the definition of an audit committee financial expert. The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing financial information, internal controls and the audit process. In addition, the Committee is responsible for oversight of the work of our independent auditors. The Committee is governed by a ~~Charter~~charter and meets at regularly scheduled quarterly meetings.

Compensation Committee

The Compensation Committee of ~~the~~our Board of Directors is comprised of ~~three~~two directors, nominated by the Board of ~~Directors. Until May 2006,~~Directors: Naamit Salomon and Guy Bernstein. On March 11, 2008, Ms. Naamit Salomon replaced Mr. Gad Goldstein (our former ~~director Rammy Ringel served~~ director)as a member of the ~~Committee along with Ron Zuckerman and Gad Goldstein. In June 2006, the Board of Directors nominated Dr. Ido Schechter to be a member of the~~Compensation Committee. ~~Mr. Zuckerman and Dr. Schechter are independent directors.~~ The primary function of the Compensation Committee is to manage the Company’s Stock Option Plan and review and approve all matters relating to the compensation of the Company’s officers and directors. The Committee is governed by a ~~Charter~~charter and meets at regularly scheduled quarterly meetings.

NASDAQ Exemptions for a Controlled Company

We are a controlled company within the meaning of NASDAQ Marketplace Rule ~~4350(c)(5), or Rule 4350(c)(5),~~5615(c)(1) since Formula ~~Systems (1985) Ltd.~~ holds more than 50% of our voting power.

Under Rule ~~4350(c)(5)~~5615(c)(2), a controlled company is exempt from the following requirements of NASDAQ Marketplace ~~Rule 4350(c) as~~Rules 5605(b), (d) and (e) (we rely upon such exemption with respect to each of ~~July 31, 2005:~~the requirements described below):

	—
	—	~~the~~The majority of the company’s board of directors must qualify as independent directors, as defined under NASDAQ Marketplace ~~Rules.~~ Rule 5605(a)(2).

	—
	—	~~the~~The compensation of the chief ~~financial~~executive officer and all other executive officers must be determined, or recommended to the board of directors for determination, either by (i) a majority of the independent directors or (ii) a compensation committee comprised solely of independent ~~directors.director~~directors (subject to limited exceptions).

—

Director nominees must either be selected or recommended for the board of ~~directors’ selection,~~directors’selection, either by (a) a majority of independent directors or (b) a nominations committee comprised solely of independent ~~directors.~~

directors (subject to limited exceptions).

—

The company must certify that it has adopted a formal written charter or board resolution, as applicable, addressing the nominations process and such related matters as may be required under US federal securities laws.

NASDAQ Exemption for a Foreign Private Issuer

We are a foreign private issuer within the meaning of NASDAQ Marketplace Rule 5000(a)(18), since we are incorporated in the Netherlands Antilles and we meet the other criteria set forth for a “foreign private issuer” under Rule 3b-4(c) under the Exchange Act.

Pursuant to NASDAQ Marketplace Rule 5615(a)(3), a foreign private issuer may follow home country practice in lieu of certain provisions of the NASDAQ Marketplace Rule 5600 series and certain other NASDAQ Marketplace Rules. Please see Item 16G below (“Corporate Governance”) for a description of the manner in which we rely upon home country practice in lieu of NASDAQ listing requirements.

Employees

As of December 31, ~~2005,~~2008, we had a total of ~~364~~283 employees, a ~~10.1%~~6.3% decrease from the end of ~~2004.~~

In February 2006, we began to implement a restructuring plan for the purpose of reducing costs and restoring profitability. The restructuring plan includes the termination of the employment of approximately 40 employees.

In February 2005, we implemented a restructuring plan for the purpose of reducing costs and restoring profitability. As a result of such restructuring, the employment of approximately 40 employees was terminated.

~~As of December 31, 2004, we had a total of 405 employees, a 12.7% decrease from the end of 2003.~~

~~As of December 31, 2003, we had a total of 464 employees, a 14.2% decrease from the end of 2002.~~2007.

The following table sets forth the number of employees in (1) research and development, (2) consulting, delivery and technical support and (3) SG&A ~~for~~at the end of each of the past three ~~years.~~years, as well as their geographic area of employment:

Total Employees

Research &
Development

Consulting, Delivery
& Technical Support

SG&A

December 31, 2005

364

52

235

77

December 31, 2004

405

57

252

96

December 31, 2003

432

61

276

95






2008	283	56	186	41
2007	302	48	207	47
2006	319	53	217	49

							2008		2007		2006


	December 31, 2005		December 31, 2004		December 31, 2003

Israel		218		214		214		202		199		198
United States		50		54		61		21		36		43
United Kingdom		52		82		102		34		37		49
Japan		24		24		24		23		23		23
France		15		25		24		3		5		4
Germany		5		5		6		0		1		1
Switzerland		-		1		1		0		1		1
Total Employees		364		405		432		283		302		319


E.	Share Ownership

Shares Beneficially Owned

Number

Percent(1)

Dan Goldstein (2)

7,746,372

60.1

Gad Goldstein (2)

7,746,372

60.1

Ron Zuckerman (3)

370,700

2.9

Yitzhak Sharir (4)

425,000

3.3

Roni Al Dor (5)

240,000

1.8

All directors and executive officers as a group (9 persons) (6)

8,840,072

65.9

The number of our Common Shares beneficially owned by each of our directors and executive officers, and by our directors and executive officers as a group, as of April 1, 2009, is as follows:

	Shares Beneficially Owned
	Number			Percent (1)



Ron Al Dor		306,667	(2)		1.4	%
All directors and executive officers
as a group (5 persons,
including Ron Al Dor)(3)		393,417	(4)		1.8	%

(1)

~~(1)~~

Unless otherwise indicated below, the persons in the above table have sole voting and investment power with respect to all shares shown as beneficially owned by them. The percentages shown are based on ~~12,810,102~~21,591,088 Common Shares ~~issued and~~ outstanding as of ~~June 25, 2006~~April 1, 2009 plus such number of Common Shares as the indicated person or group had the right to receive upon the conversion of our debentures and upon the exercise of options which are exercisable within 60 days of ~~June 25, 2006.~~

April 1, 2009.

(2)
~~(2)~~	Includes 7,661,187 Common Shares and 2,300,000 NIS par value of our Debentures (convertible into 85,185 Common Shares) held by Formula. Dan Goldstein, Chairman of the Board and Chief Executive Officer of Formula, and Gad Goldstein, President and director of Formula, each disclaim beneficial ownership of these shares. See Item 7, “Major Shareholders.”

~~(3)~~	Includes (i) 97,700 Common Shares held by Lako Enterprises S.A., a corporation (“Lako”) as to which Mr. Zuckerman disclaims beneficial ownership (see below); (ii) 140,000 Common Shares held by Meister Software N.V. (“Meister”), a Netherlands Antilles corporation, which shares may be deemed to be beneficially owned by Mr. Zuckerman (see below); (iii) 24,000 Common Shares held of record by Mr. Zuckerman; and (iv) options to purchase 109,000 Common Shares held by Lako to which Mr. Zuckerman disclaims beneficial ownership. The options have exercise prices ranging from $0.005 to $32.50 per share. A trust (the Bornali Foundation) for the benefit of the estate of Mr. Zuckerman owns all the outstanding voting shares of Lako. Mr. Zuckerman disclaims beneficial ownership of the Common Shares held by Lako.

	Lako owns 97,700 Common Shares of the Company and 50% of the voting shares of Century Holdings, Inc., a Panamanian corporation (“Century”). Century owns approximately 33% of the voting stock of Meister. By virtue of Lako’s ownership of Century, Mr. Zuckerman may be deemed to have ownership of Century and thus may be deemed to beneficially own all of the Common Shares held by Meister.

~~(4)~~	Includes 300,000 Common Shares owned by Red Coral Holdings, Ltd. (“Red Coral”), a company owned by Mr. Sharir. These shares are currently being held in escrow by the General Counsel of Sapiens pursuant to a share purchase agreement between Red Coral and Sapiens. In addition, includes 15,000 Common Shares owned and held by Red Coral. Mr. Sharir disclaims beneficial ownership of the foregoing 315,000 Common Shares. In addition, includes options to purchase 60,000 Common Shares at an exercise price of $5.70 per share and options to purchase 50,000 Common Shares at $1.74 per share. See Item 7, “Related Party Transactions.”

~~(5)~~	Includes options to purchase 240,000 Common Shares under the Incentive Plans at an exercise price of $1.74 per ~~share. Does~~share expiring no later than November 2015 and options to purchase 66,667 Common Shares under the Special Plan at an exercise price of $2.31 per share expiring no later than November 2017. This does not include the ~~option~~options to purchase 133,333 Common Shares under the Incentive Plans at an exercise price of $2.31 per share expiring no later than November 2017, and options to purchase 1,000,000 Common Shares granted pursuant to the Special ~~Plan.~~Plan expiring no later than November 2015, none of which are currently considered beneficially owned. See Item ~~6.B, “Compensation~~6, “Directors, Senior Management and Employees – Compensation of Directors and Officers.”

(3)
~~(6)~~	Each of ~~the~~our directors and executive officers who is not separately identified in the above table beneficially ~~own~~owns less than 1% of our outstanding Common Shares (including options held by each such party and which are vested or will become vested within 60 days of ~~June 25, 2006)~~April 1, 2009) and ~~have~~has therefore not been separately ~~disclosed.~~ identified.

(4)	The options held by the directors and executive officers not separately identified in the above table have exercise prices ranging from $1.50 to $3.00 per share, and none of such options expires before 2015.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


A.	Major ~~Shareholders~~Shareholders.

The following table sets forth, as of ~~June 25, 2006,~~April 1, 2009, certain information with respect to the beneficial ownership of the Company’s Common Shares by each person known by the Company to own beneficially more than 5% of the outstanding Common Shares, based on information provided to us by the holders or disclosed in public filings with the Securities and Exchange Commission.

Shares Beneficially Owned

Name and Address

Number

Percent (1)

Formula Systems (1985) Ltd. (“Formula”) (2)
3 Abba Eban Boulevard
Herzlia 46725, Israel

7,746,372

60.1

Magnum Technology Limited (3)
c/o Rothschild Corporate Fiduciary
Services Limited
St. Peter’s House, Le Bordage
St. Peter’s Port, Guernsey, Channel Islands

1,204,819

9.4

F.I.D. Holdings Ltd. (“FID”) (4)
Rubinstein House, Floor 29
37 Petach Tikva Road
Tel Aviv 67137, Israel

1,412,500

10.5

	Shares Beneficially Owned
Name and Address	Number		Percent (1)



Formula Systems (1985) Ltd. (2)
3 Abba Eban Boulevard
Herzlia 46725, Israel		15,146,781		70

(1)
~~(1)~~	The percentages shown are based on ~~12,810,102~~21,591,088 Common Shares ~~issued and~~ outstanding as of ~~June 25, 2006~~April 1, 2009 plus such number of Common Shares as the indicated person or group had the right to receive upon the exercise of options which are exercisable within 60 days of ~~June 25, 2006.~~ April 1, 2009.

(2)
~~(2)~~	Includes ~~7,661,187~~15,114,837 Common Shares and ~~2,300,000~~ NIS 862,500 par value of our ~~Debentures~~debentures (convertible into ~~85,185~~31,944 Common Shares). ~~Dan Goldstein is Chairman~~As of ~~the Board and Chief Executive Officer of Formula and~~April 1, 2009, Emblaze beneficially owns ~~33.4%~~51.7% of the outstanding ~~shares~~share capital of Formula. Gad Goldstein is a director and President of Formula and owns 2.5% of the outstanding shares of Formula. Messrs. Dan and Gad Goldstein are brothers. Based on the foregoing, Dan Goldstein and Gad Goldstein eachAs such, Emblaze may be deemed to ~~share with Formula~~be the ~~power to vote and dispose of our Common Shares beneficially owned by Formula. Each of Dan Goldstein and Gad Goldstein disclaims~~ beneficial ~~ownership~~owner of the ~~Common Shares beneficially owned by Formula.~~

~~(3)~~	~~Yarnfield International Limited, which acquired the shares in 2001, has since been liquidated and our~~aggregate 15,114,837 Common Shares held directly by ~~Yarnfield were transferred to Magnum Technology Limited (the parent company~~Formula Systems Ltd. The address of ~~Yarnfield).~~

~~(4)~~	~~Includes (i) 750,000 Common Shares, (ii) warrants to purchase 350,000 Common Shares and (iii) 312,500 Common Shares issuable upon conversion of the $1.0 million loan due August 1, 2006.~~ Formula Systems Ltd. is 3 Abba Even Street, Herzliya Pituach, Israel.

Significant changes in holdings of major shareholders

1.
1.	Formula

In ~~June 2005,~~August 2006, we entered into a share ~~purchase~~issuance agreement with Formula (then a holder of approximately 58% of our outstanding Common Shares) whereby Formula invested $2.0 million in the Company, and we issued ~~1,041,667 shares~~1,562,500 Common Shares to Formula, at a purchase price per share of ~~$1.92,~~$1.28, which was the average closing price of our Common Shares for the 10 day period prior to ~~the execution of the agreement.~~July 17, 2006. As a result of the $2.0 million investment in August 2006, Formula became the holder of approximately ~~58%~~60% of our outstanding Common Shares at that time. ~~(For further details about the~~

In June 2007, we entered into a private placement investment transaction with several institutional investors, private investors and Formula ~~see Item 10, “Additional Information – Material Contracts.”)~~for an aggregate gross investment amount of $20 million (excluding finders’ fees and out of pocket expenses), $6.5 million of which was invested by Formula. As a result, we issued to Formula 2,166,666 Common Shares, at a price per share of $3.00 which reflected a premium of approximately 25% above the trading price of our Common Shares (as of the date our Board of Directors approved the investment).

From time to time, Formula has increased its beneficial shareholding in the Company through market purchases of additional Common Shares. From ~~June 28, 2005~~October 2007 through June ~~25, 2006,~~2008, Formula increased its holding of our Common Shares by approximately ~~207,000~~914,858 Common ~~Shares.~~ Shares through purchases on the public market. See the Schedule 13DA filed by Formula with the SEC on June 12, 2008 with respect to such purchases. From June 2008 through August 2008, Formula increased its holding of our Common Shares by approximately 2,201,010 additional Common Shares through purchases on the public market. See the Schedule 13DA filed by Formula with the SEC on September 2, 2008 with respect to such purchases.

As of ~~June 25, 2006,~~April 1, 2009, Formula was the holder of approximately ~~60%~~70% of our outstanding Common Shares.

2.
2.	FID and Israel Discount Bank

As a result of ~~the Agreement~~an agreement (the “Investment Agreement”) entered into as of March 16, 2004 by and among the Company, F.I.D. Holdings Ltd. (“FID”) and Israel Discount Bank Ltd., (together with FID, the ~~investors~~“Investors” (each of which invested in ~~eZoneXchange.com, Inc. (the “Investors”~~eZone))., FID became the beneficial holder of approximately 9.1% of ~~the Company’s~~our share capital.~~(For further details about the March 2004 transaction with FID, see Item 10, “Additional Information – Material Contracts.”)~~

In ~~May 2005,~~August 2006, we entered into an agreement with the Investors ~~regarding the payment of the remaining $4.0 million due to~~whereby the Investors pursuant to the March 2004 agreement between us and the Investors. We agreed to pay $2.0 million on May 2, 2005, $1.0 million by April 1, 2006 and $1.0 million by August 1, 2006. The Investors may, at their sole discretion, convert all or any portion of the $1.0 million payable on August 1, 2006 into our Common Shares, at a conversion price per each share of $3.20. The first installment of $2.0 million was paid as required at the beginning of May 2005. (For further details about the May 2005 transaction with FID, see Item 10, “Additional Information – Material Contracts.”)

~~In June 2006, we entered into a term sheet with F.I.D. Holdings Ltd. and Israel Discount Bank Ltd., regarding the conversion of~~converted the $1.0 million payment that was due ~~to them~~ on April 1, 2006 under the Agreement into 781,250 Common Shares.

As of December 31, 2008, FID no longer beneficially owns any of our outstanding Common Shares.

3.	Highbridge International LLC

In June 2007, we entered into a private placement investment transaction with several institutional investors, private investors and Formula for an aggregate gross investment amount of $20 million (excluding finders’ fees and out of pocket expenses). Pursuant to such private placement investment, Highbridge International LLC invested $6.5 million in the Company in return for the issuance of 2,166,667 Common Shares, which equaled 10.5% of our outstanding Common Shares at ~~a conversion price per share equal to~~ the ~~average closing price for the 10 day period prior to the execution~~time.

As of ~~the agreement being entered into, and the delaying until August 1, 2007~~December 31, 2008, Highbridge International LLC no longer beneficially owns any of ~~the $1.0 million payment that is currently due on August 1, 2006. The term sheet is subject to the execution~~our outstanding Common Shares

Voting rights of ~~a binding agreement and subject to the fulfillment of certain conditions.~~major shareholders

The major shareholders disclosed above do not have different voting ~~rights.~~rights than other shareholders with respect to the Common Shares that they hold.

Holders of Record

As of ~~June 1, 2006,~~April 22, 2009, there were ~~179~~75 holders of record of the Company’s Common Shares (which excludes brokers holding Common Shares), including ~~127~~50 holders of record with addresses in the United States. The number of record holders in the United States is not representative of the number of beneficial holders, nor is it representative of where such beneficial holders are resident because many of these ~~ordinary shares~~Common Shares were held ~~of record~~ by brokers or other nominees.

Control of the Company

Based on Formula’s beneficial holding of over 50% of the outstanding Common Shares of the Company, and based on Emblaze’s beneficial holding of over 50% of the outstanding share capital of Formula, both Formula and Emblaze may be considered to control the Company.We are unaware of any arrangements the operation of which may at a subsequent date result in a change of control of the Company.


B.	Related Party ~~Transactions~~Transactions.

On April 4, 2001, we entered into a share purchase and loan agreement with Red Coral Holdings, Inc. (“Red Coral”), a company owned by Itzick Sharir, then our President and Chief Executive Officer and now a director. According to the terms of the agreement, Red Coral purchased 300,000 shares of the Company for a purchase price of $975,000. As part of the agreement, the Company granted to Red Coral a loan in the amount of $975,000 for the purpose of acquiring the Common shares. The term of the loan is six years, with accrued interest at a rate of 4%, which is payable on January 15^th of each calendar year. The interest amount is fully-recourse and fixed. To secure payment of the loan, Red Coral granted to the Company a lien and security interest on all of the Common shares of the Company that it owns. To secure fulfillment of the terms of the agreement, the Common shares are being held in escrow by the General Counsel of the Company. In November 2005, upon the termination of his employment with the Company, Mr. Sharir was granted options to purchase 50,000 Common Shares at a price $1.74 per share.

As a result of the Agreement entered into as of March 16, 2004 by the Company, F.I.D. Holdings Ltd. (“FID”)and Israel Discount Bank Ltd., FID became the beneficial holder of approximately 9.1% of the Company’s share capital.

In May 2005, we entered into an agreement with FID and Israel Discount Bank Ltd., the investors in eZoneXchange.com, Inc. (the “Investors”), regarding the payment of the remaining $4.0 million due to the Investors, pursuant to the March 2004 agreement between us and the Investors. We agreed to pay $2.0 million on May 2, 2005, $1.0 million by April 1, 2006 and $1.0 million by August 1, 2006. The Investors may, at their sole discretion, convert all or any portion of the $1.0 million payable on August 1, 2006 into our Common Shares, at a conversion price per each share of $3.20. The first installment of $2.0 million was paid as required at the beginning of May 2005.

In June 2006, we entered into a term sheet with the Investors, regarding the conversion of the $1.0 million payment that was due on April 1, 2006 into our Common Shares, at a conversion price per share equal to the average closing price for the 10 day period prior to the execution of the agreement being entered into, and the delaying until August 1, 2007 of the $1.0 million payment that is currently due on August 1, 2006. The term sheet is subject to the execution of a binding agreement and subject to the fulfillment of certain conditions.

~~(For further details about the transactions with the Investors, see Item 10, “Additional Information – Material Contracts.”)~~

~~(For further details about the transaction with Formula, see Item 10, “Additional Information – Material Contracts.”)~~None.


C.	Interests of Experts and ~~Counsel~~Counsel.

Not applicable.


ITEM 8.		FINANCIAL INFORMATION

A.	Consolidated Statements and Other Financial Information.

~~Consolidated~~Financial Statements ~~and Other Financial Information~~

See the Consolidated Financial Statements and related notes in Item 18.

Export Sales

In ~~2005, 76.8%~~2008, 62.9% of our revenues were from customers located outside of Israel. For information on our revenues breakdown by geographic market for the past three years, see Item 4:4, “Information on the ~~Company.~~Company – Business Overview – Geographical Distribution of Revenues.”

Legal Proceedings

In February 2008, a former employee of the Company filed a claim against the Company for the amount that such former employee was required to pay to the Israel Tax Authorities – approximately NIS 4.5 million (approximately $1.2 million as of December 31, 2008)-as a result of his exercise of stock options. The Company believes that such claim lacks merit, and the Company, based on the advice of its legal counsel, believes that it has a reasonable defense.

In addition the Company is a party to various other legal proceedings and claims that arise in the ordinary course of business. The total aggregate amount of exposure of such proceedings and claims, except for the above mentioned claim, is approximately $0.4 million of which an accrual in the amount of approximately $0.2 million was recorded in the Company’s financial statements.

Dividend Policy

We have never declared or paid any cash dividends on our Common Shares and we do not anticipate paying cash dividends in the foreseeable future. It is the present intention of our Board of Directors to retain all earnings in the Company in order to support the future growth of its business. Any determination in the future to pay dividends will be dependent upon our consolidated results of operations, financial condition, cash requirements, future prospects and other factors. For more information about distribution of dividends and various tax implications,see Item 10, “Additional Information -– Memorandum and Articles of ~~Association,~~Association;” Item 10, “Additional Information – Exchange Controls,” and Item 10, “Additional Information – Taxation.”

B.	Significant Changes

~~Legal Proceedings~~

~~The Company is subject~~In January 2009, we repurchased an aggregate amount of NIS 1,605,799 nominal value of debentures, representing approximately, $0.41 million of our outstanding debentures. Pursuant to ~~certain legal and governmental proceedings and claims that arise in~~ the ~~conduct~~terms of ~~its business. In~~ the ~~opinion of management,~~prospectus governing the debentures, the amount ~~of liability, if any, as~~repurchased by us was retired and removed from circulation on the TASE. As a result, ~~of these claims and proceedings is not likely to have a material effect on the financial condition or results of operations of the Company.~~

~~Significant Changes~~

~~The following significant changes have occurred since the date of our annual consolidated financial statements:~~

Until June 27, 2006, we had a revolving credit line facility for borrowings of up to $18.5 million, which was available until June 30, 2006. On June 27, 2006, we entered into new agreements with the banks regarding a new revolving credit line facility for borrowings of up to $9.2 million, which is available until June 30, 2007. Although the total amount that we must pay in December 2009 was reduced to approximately NIS 20.3 million or $5.3million (using the December 31, 2008 exchange rate of NIS 3.802 per $1), consisting of approximately NIS 19.2 million or $5.0 million for the fourth and final annual re-payment of the ~~credit facility was reduced, as a result~~principal of the ~~changes to~~debentures, and approximately NIS 1.1 million or $0.3 million for the ~~restrictions relating to credit facility, the actual amount that we can draw under the credit facility has increased by $3.0 million over the credit facility that expires on June 30, 2006.~~semi-annual interest payment.

~~See Item 5 - Operating and Financial Review and Prospects - B. Liquidity and Capital Resources – Credit Lines.~~

ITEM 9.
~~Item 9.~~	~~The Offer and Listing~~THE OFFER AND LISTING


A.	Offer and Listing ~~Details~~Details.

The Company’s Common Shares are quoted on ~~Nasdaq~~the NASDAQ Capital Market and on the ~~Tel Aviv Stock Exchange (the “TASE”)~~TASE under the symbol “SPNS”.

NASDAQ:

The table below sets forth the high and low market prices for our Common Shares on ~~Nasdaq~~the NASDAQ National Market (now known as the NASDAQ Global Market) until September 27, 2005 and the ~~Nasdaq~~NASDAQ Capital Market thereafter on an annual basis for the years ~~2001~~2004 through ~~2005~~2008 and on a quarterly basis for ~~the years 2004~~2007 and ~~2005,~~2008, and the first quarter of 2006. On June 16, 2003, the Company carried out the Reverse Stock Split (see Note under Item 3.A “Selected Consolidated Financial Data”). All share prices have been adjusted to reflect the Reverse Stock Split by multiplying historical prices by five.2009.


						HIGH		LOW
	HIGH		LOW


2001 (Annual)	$	8.30	$	2.80
2002 (Annual)		6.85		3.00
2003 (Annual)		6.01		3.30
2004 (Annual)		5.25		1.48		$	5.30	$	1.48
2005 (Annual)		2.89		1.00			2.89		1.00
2006 (Annual)(through June 25, 2006)		1.60		1.06
2006 (Annual)							2.10		1.02
2007 (Annual)							3.66		1.20
2008 (Annual)							2.40		0.82
2009 (Annual) (through April 17, 2009)							2.00		0.76

2004
2007					2007
First Quarter	$	5.25	$	3.44		$	2.00	$	1.35
Second Quarter		3.77		2.17			3.66		1.51
Third Quarter		2.71		1.49			3.19		1.74
Fourth Quarter		2.95		1.48			1.99		1.20

2005
2008
First Quarter	$	2.89	$	1.85		$	1.50	$	1.01
Second Quarter		2.41		1.52			1.88		0.82
Third Quarter		2.09		1.30			2.40		1.32
Fourth Quarter		1.86		1.00			2.35		1.21

2006
First Quarter	$	1.60	$	1.14
Second Quarter (through June 25, 2006)		1.54		1.06
2009					2009
First Quarter 2009						$	2.00	$	0.76
Second Quarter 2009 (through April 17, 2009)							1.37		0.76

The table below sets forth the high and low market prices for our Common Shares on ~~Nasdaq~~the NASDAQ Capital Market during the most recent six-month ~~period:~~period.

HIGH

LOW

December 2005

$
1.70

$
1.31

January 2006

1.54

1.14

February 2006

1.60

1.22

March 2006

1.40

1.16

April 2006

1.54

1.12

May 2006

1.39

1.13

June 2006 (through June 25, 2006)

1.34

1.06

	HIGH		LOW




October 2008	$	2.35	$	1.24
November 2008		2.10		1.21
December 2008		2.16		1.24
January 2009		2.00		0.99
February 2009		1.16		0.76
March 2009		1.15		0.76

45The closing price of our Common Shares on the NASDAQ Capital Market on April 17, 2009, being the last practicable date prior to publication of this annual report, was $0.81.

TASE:

Our Common Shares began trading on the TASE effective March 6, 2003. Under current Israeli law, the Company will satisfy its reporting obligations in Israel by furnishing to the applicable Israeli regulators only those reports the Company is required to file in the United States. The table below sets forth the high and low market prices for our Common Shares on TASE on an annual basis for the years ~~2003~~2004 through ~~2005~~2008 and on a quarterly basis for the years ~~2004, 2005~~2007 and 2008, and the first quarter of ~~2006.~~2009. The ~~translation~~conversion from NIS into US dollars for the following two tables is based on the average monthly representative rate of exchange published by the Bank of Israel then in ~~effect.~~effect for the month in which such high or low was recorded, except for the month of April 2009 where the conversion is based on the representative rate of exchange as published by the Bank of Israel for the specific date recorded.

HIGH

LOW

2003 (Annual from March 6)

$
6.01

$
3.56

2004 (Annual)

5.29

1.75

2005 (Annual)

2.74

1.19

2003

Second Quarter

$
4.99

$
4.33

Third Quarter

5.06

3.58

Fourth Quarter

6.01

3.56

2004

First Quarter

$
5.29

$
3.62

Second Quarter

3.64

2.28

Third Quarter

2.54

1.75

Fourth Quarter

2.42

1.85

2005

First Quarter

$
2.74

$
2.06

Second Quarter

2.28

1.76

Third Quarter

2.03

1.55

Fourth Quarter

1.73

1.19

2006

First Quarter

$
1.57

$
1.24

Second Quarter (through June 26, 2006)

1.42

1.23

	HIGH		LOW




2007 (Annual)	$	3.89	$	0.97
2008 (Annual)		2.31		0.88
2009 (Annual) (through April 16, 2009)		1.98		0.93

2007
First Quarter	$	1.83	$	1.66
Second Quarter		3.92		1.75
Third Quarter		3.07		2.31
Fourth Quarter		2.23		1.05

2008
First Quarter	$	1.46	$	1.08
Second Quarter		2.04		0.92
Third Quarter		2.38		1.56
Fourth Quarter		2.04		1.53

2009
First Quarter	$	2.00	$	0.94
Second Quarter (through April 16 2009)		1.01		0.95

The table below sets forth the high and low market prices for our Common Shares on TASE during the most recent six-month period:

HIGH

LOW

December 2005

$
1.73

$
1.52

January 2006

1.57

1.36

February 2006

1.56

1.33

March 2006

1.33

1.24

April 2006

1.42

1.23

May 2006

1.39

1.23

June 2006 (through June 26, 2006)

1.34

1.23

	HIGH		LOW




October 2008	$	2.06	$	1.96
November 2008		1.95		1.88
December 2008		2.02		1.51
January 2009		2.07		1.28
February 2009		1.13		0.97
March 2009		1.06		0.92

The closing price of our Common Shares on the TASE on April 16, 2009, being the last practicable date prior to publication of this annual report, was $0.94.


B.	Plan of ~~Distribution~~Distribution.

Not applicable.


C.	~~Markets~~Markets.

The Company’s Common Shares are quoted on ~~Nasdaq~~the NASDAQ Capital Market and on the ~~Tel Aviv Stock Exchange (the “TASE”)~~TASE under the symbol “SPNS”.


D.	Selling ~~Shareholders~~Shareholders.

Not applicable.


E.	~~Dilution~~Dilution.

Not applicable.


F.	Expenses of the ~~Issue~~Issue.

Not ~~Applicable.~~applicable.


ITEM 10.		ADDITIONAL INFORMATION


A.	Share ~~Capital~~Capital.

Not applicable.


B.	Memorandum and Articles of Association (the “Articles”).


1.	*Registration and Purposes.*The Company is organized and existing under the laws of the Netherlands Antilles. Its registered number is 53368.


	The objects and purposes of the Company, which are itemized in Article II of the Articles, may be summarized as follows:


—	—	to establish, participate in or have any other interest in business enterprises concerned with the development and commercial operation of software;

	—
	—	to finance directly or indirectly the activities of the Company, its subsidiaries and affiliates;

	—
	—	to borrow and to lend moneys;

	—
	—	to engage in the purchase and sale of securities, futures, real estate, business debts, commodities and intellectual property;

	—
	—	to undertake, conduct and promote research and development;

	—
	—	to guarantee, pledge, mortgage or otherwise encumber assets as security for the obligations of the Company or third parties; and

	—
	—	to do all that may be useful or necessary for the attainment of the above purposes.


2.	*Board of Directors.*A member of the Board of Directors may vote on a proposal or transaction in which he/she has a material interest if ~~a majority of the disinterested directors authorize the proposal or transaction and~~ the material facts as to the director’s self-interest are disclosed to the Board of Directors. Neither the Articles nor Netherlands Antilles law requires a majority of the disinterested directors to authorize the proposal or transaction. Members of the Board of Directors ~~do not~~ have ~~power, in~~ the ~~absence of an independent quorum,~~power to vote compensation to ~~themselves. All matters related to compensation are within the authority of the Compensation Committee, which is comprised of three directors, two of whom are independent.~~themselves, even if they lack an independent quorum.


	The Articles do not grant borrowing powers to directors; nor do they require directors to resign at a certain age or to purchase a certain number of ~~shares of the Company’s common stock.~~ Common Shares.


3.	*Rights and Preferences.*The Company has only one class of shares of common stock, the Common Shares, currently outstanding. All previous issuances of preferred shares have been converted into Common Shares. The rights and preferences of the holders of Common Shares are summarized below. The Articles authorize a class of undefined preferred shares (the “Blank Preferred Shares”). There are no rights associated with the Blank Preferred Shares and none have been issued.


	(a)	Common Shares


		Holders of the Common Shares are entitled to one vote for each whole share on all matters to be voted upon by shareholders, including the election of directors. Holders of the Common Shares do not have cumulative voting rights in the election of directors. All Common Shares are equal to each other with respect to liquidation and dividend rights. Holders of the Common Shares are entitled to receive dividends, subject to shareholder approval, out of funds legally available under Netherlands Antilles law. See “Dividend Policy”below. In the event of the liquidation of the Company, all assets available for distribution to the holders of the Common Shares are distributable among them according to their respective holdings, subject to the preferences of any shares having a preference upon liquidation that may be then outstanding. Holders of the Common Shares have no preemptive rights to purchase any additional, unissued Common Shares. The foregoing summary of the Common Shares does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the Articles.


	(b)	Dividend Policy


		The Company has never declared or paid any cash dividends on its Common Shares and does not anticipate paying cash dividends in the foreseeable future. It is the present intention of the Company’s Board of Directors to retain all earnings in the Company in order to support the future growth of its business. Any determination in the future to pay dividends will be dependent upon the Company’s consolidated results of operations, financial condition, cash requirements, future prospects and other factors. In addition, the ability of the Company to pay dividends is subject to the limitations of the Corporate Law of the Netherlands Antilles, which provides, among other things, that dividends, while permitted to be paid periodically during a fiscal year, are subject to being proposed by the Board of Directors of the Company and approved thereafter at the General Meeting of Shareholders. The Corporate Law of the Netherlands Antilles also provides that a distribution of dividends can only occur if, at the moment of distribution, the equity of the Company equals at least the nominal capital of the Company and, as a result of the distribution, will not fall below the nominal capital. Nominal capital is the sum of the par values of all of the issued shares inof the Company’s capital stock at any moment in time.


	(c)	The Blank Preferred Shares


		There are no preferences or any rights whatsoever associated with the Blank Preferred Shares. These shares are unissued and are not owned by any of the current shareholders of the Company. Any issuance of these preferred shares is solely within the discretion of the Company’s Board of Directors. The Company has undertaken toward the TASE that so long as shares of its Common Stock are listed for trading on the TASE, the Company shall not issue or grant any shares of a different class of shares than those that are listed for trading on the TASE. This undertaking does not apply to Preferred Shares as defined in Section 46B(b) of the Israel Securities Law, on the condition that such Preferred Shares are issued in accordance with the conditions set forth in Section 46A(1) therein.


4.	Changing the Rights of the Shareholders. The general meeting of shareholders decides upon any change in the Articles. A resolution to amend the Articles requires the approval of the absolute majority of all shares outstanding and entitled to vote.

General Meetings. At least one general meeting of shareholders must be held each year. General meetings must be held in Curaçao. Special general meetings of shareholders may be called at any time by the Chairman of the Board or by the Board of Directors upon no less than 10 nor more than 60 ~~days~~days’ written notice to the Company’s shareholders. Every shareholder has the right to attend any meeting of shareholders in person or by proxy and to address the meeting. No action may be taken at any meeting of shareholders unless a quorum consisting of holders of at least one-half of the shares outstanding and entitled to vote are present at the meeting in person or by proxy.


6.	*Limitations to Own Securities.* The Articles contain no limits on the right to own securities.


7.	*Change of Control.* The Articles contain no provisions that would prevent or delay a change of control of ~~our~~the Company.


8.	*Disclosure of Ownership.*By-laws do not exist under Netherlands Antilles law. The ~~articles~~Articles contain no provisions requiring a shareholder to disclose his or her interest at a certain time; however, holders of our shares are subject to the reporting provisions of the Securities and Exchange Commission.


C.	Material Contracts


1.	Convertible Debentures and Trust Deed

On December 11, 2003, we completed an offering of securities in Israel, resulting in gross proceeds of approximately $17.1 million. We sold 100,000 units of securities, each unit consisting of 800 ~~Debentures~~debentures (Series A), two ~~Options~~options (Series A) exercisable ~~into Debentures~~for debentures (Series A) and six ~~Warrants~~warrants (Series 1) ~~exercisable into common shares~~to purchase Common Shares of ~~Sapiens.~~the Company.

The ~~Debentures~~debentures are linked to the US dollar only if the exchange rate between the NIS and the US Dollar is greater than NIS 4.394 per 1 US Dollar. (On March 31, 2009, the exchange rate between the NIS and the US Dollar was NIS 4.188 per 1 US Dollar.) The debentures bear annual interest at the rate of 6.0%, payable on the 5th of June and the 5th of December each year commencing on June 5, 2004 and ending on December 5, 2009. Principal is payable in four installments on the 5th of December of the years 2006-2009. During the period beginning 45 days after the registration of the ~~Debentures~~debentures (Series A) for trading on the TASE and ending November 21, 2009, the ~~Debentures~~debentures (Series A) are convertible in ~~common shares~~Common Shares at a conversion rate of one ~~common share~~Common Share per each NIS 27 ~~(currently approximately $5.90) amount~~(approximately $7.10, using the December 31, 2008 exchange rate of NIS 3.802 per $1) outstanding under the ~~Debentures.~~debentures. The conversion rate is subject to certain adjustments. The ~~Debentures~~debentures (Series A) are unsecured.

Options (Series A) to purchase additional debentures which were exercised by non-affiliates of the Company before their expiry date resulted in additional gross proceeds of approximately $1.6 million to the Company in the first quarter of 2004.

Each ~~Warrant~~warrant (Series 1) iswas exercisable ~~into~~for one Common Share of the Company until November 21, 2007 for an exercise price of approximately ~~$6.14.~~$7.02. None of the 600,000 warrants (Series 1) were exercised and they expired on November 21, 2007.

In ~~accordance with chapter E1~~August 2006 we convened a general meeting of the ~~Israel Securities Law, we offered~~debenture holders, where a special resolution was adopted concerning the ~~Debentures after nominating a trustee for the Debenture holders. The trustee is Ubank Trust Company Ltd. (formerly Investec Trust Company (Israel) Ltd.)~~amount and the ~~date~~timing of the Trust Deed is December 2, 2003. The Trust Deed includes, among other things, the duties of the trustee, the circumstances in which the trustee can demand immediate repayment of the outstanding Debentures, the circumstances in which the trustee or the Company can call meetings of Debenture holders and the procedures for such meetings.


2.	~~Agreements with FID and Israel Discount Bank Ltd.~~

In April 2000, FID and Israel Discount Bank Ltd. (the “Investors”) invested $15 million in eZoneXchange.com, Inc. (“eZone”), a subsidiary of the Company. The private placement to the Investors was accompanied by a Put/Call Agreement, according to which the Investors were granted the right to require us to repurchase their shares in the subsidiary beginning May 2004 in exchange for both cash and our Common Shares. In February 2001, management decided to discontinue the operations of eZone. During the same period, we agreed to a partial exercise of Investors’ put option, resulting in a payment to them of $4.5 million.

On March 16, 2004, we entered into a new Agreement with the Investors which replaced the Put/Call Agreement and which restructured the remaining portion of the put option. We agreed to issue the Investors, in a private placement, 750,000 Common Shares and warrants to purchase 350,000 additional common shares that are exercisable through December 31, 2007. In addition, we agreed to pay the Investors in two annual installments a total of $8.6 million plus interest at 7.5% a year by May 1, 2005. The first installment ~~of $4.6 million was paid as required at the beginning of May 2004.~~

~~In May 2005, we entered into an agreement with the Investors regarding the~~ payment of the ~~remaining $4.0~~principal of the debentures. A majority of the debenture holders approved that (a) 50% of the first payment amount, approximately $2.4 million, ~~due~~will be deferred to December 5, 2009 (the last date of payment of the principal on the debentures), and (b) with respect to the Investors, pursuant to the March 2004 agreement between us and the Investors. We agreed to pay $2.0 million on May 2, 2005, $1.0 million by April 1, 2006 and $1.0 million by August 1, 2006. The Investors may, at their sole discretion, convert all or any portionother 50% of the ~~$1.0 million payable~~first payment amount, the Company could choose from the following alternatives, in its sole discretion: (1) to convert such amount on August 1, 2006 into our Common Shares, at a conversion price per each share of $3.20. In addition the interest to be paid on the outstanding principal amount was changed to LIBOR plus 2.5%. The first installment of $2.0 million was paid as required at the beginning of May 2005.

~~In June 2006, we entered into a term sheet with the Investors whereby the Investors will convert the $1.0 million payment that was due on April 1,~~December 5, 2006 into our Common Shares, at a conversion price per share ~~equal to~~of $1.28, which reflects the average closing price for the 10 day period prior to July 17, 2006, or (2) to pay the ~~execution~~approximately $2.4 million amount to the debenture holders, in cash. In December 2006, we made the payment in cash.

Following a $20 million private placement investment in June 2007, we purchased an aggregate amount of NIS 15,000,000 nominal value, representing approximately $3.5 million of the ~~agreement being entered into, and~~outstanding debentures. Pursuant to the ~~payment~~terms of the ~~$1.0~~prospectus governing the debentures, the amount repurchased by us was retired and removed from circulation.

In January and February 2008, we repurchased an aggregate amount of NIS 7,600,000 nominal value of debentures, representing approximately, $2.1 million ~~payment due by August 1, 2006, will be delayed to August 1, 2007. The term sheet is subject~~of the outstanding debentures. In January 2009, we repurchased an additional aggregate amount of NIS 1,605,799 nominal value of debentures, representing approximately, $0.41 million of the outstanding debentures. Pursuant to the ~~execution~~terms of the prospectus governing the debentures, the amounts repurchased by us were retired and removed from circulation on the TASE. As a ~~binding agreement~~result, the total amount that we paid in December 2008 was reduced to approximately NIS14.9 million or $3.7 million (using the December 5, 2008 exchange rate of NIS 3.981 per $1), consisting of approximately NIS 13.9 million or $3.5 million for the third of the four annual re-payments of the principal of the debentures, and ~~subject to~~approximately NIS1.0 million or $0.2 million for the ~~fulfillment of certain conditions.~~semi-annual interest payment.


3.	~~Agreements with Formula Systems (1985) Ltd.~~


D.	Exchange Controls

Although there are Netherlands Antilles laws which may impose foreign exchange controls on the Company and may affect the payment of dividends, interest or other payments to non-resident holders of the Company’s securities, including the Common Shares, the Company has been granted an exemption from such foreign exchange control regulations by the Central Bank of the Netherlands Antilles. Other jurisdictions in which the Company conducts operations may have various currency or exchange controls. In addition, the Company is subject to the risk of changes in political conditions or economic policies which could result in new or additional currency or exchange controls or other restrictions being imposed on the operations of the Company. As to the Company’s securities, Netherlands Antilles law and the Articles impose no limitations on the right of non-resident or foreign owners to hold or vote such securities.


E.	Taxation

~~See “Results~~Israeli Tax Considerations and Government Programs

General

The following is a general discussion only and is not exhaustive of ~~Operations – Taxes on Income” under Item 5~~all possible tax considerations. It is not intended, and should not be construed, as legal or professional tax advice and should not be relied upon for ~~disclosure regarding~~tax planning purposes. In addition, this discussion does not address all of the ~~reduction~~tax consequences that may be relevant to purchasers of our ~~deferred~~Common Shares in light of their particular circumstances, or certain types of purchasers of our Common Shares subject to special tax ~~assets~~treatment. Examples of this kind of investor include residents of Israel and traders in securities who are subject to special tax ~~advances balances,~~regimes not covered in ~~2005.~~this discussion. Each individual/entity should consult its own tax or legal advisor as to the Israeli tax consequences of the purchase, ownership and disposition of our Common Shares.

To the extent that part of the discussion is based on new tax legislation, which has not been subject to judicial or administrative interpretation, we cannot assure you that the tax authorities or the courts will accept the views expressed in this section.

The following summary describes the current tax structure applicable to companies in Israel, with special reference to its effect on us. The following also contains a discussion of the material Israeli tax consequences to holders of our Common Shares.

~~“Approved Enterprise” status under~~Taxation of Companies

General Corporate Tax Structure

Generally, Israeli companies are subject to corporate tax at the rate of 27% on taxable income for the year 2008 and are subject to capital gains tax at a rate of 25% on capital gains (other than gains derived from the sale of listed securities that are taxed at the prevailing corporate tax rates) derived after January 1, 2003. Under recently adopted legislation, taxes paid by Israeli companies will be gradually reduced to a rate of 27% for the 2008 tax year, 26% for the 2009 tax year and 25% for the 2010 tax year and thereafter. However, the effective tax rate payable by a company that derives income from an approved enterprise (as discussed below) may be considerably lower.

Law for the Encouragement of Industry (Taxes), 1969.

According to the Law for the Encouragement of Industry (Taxes), 1969 (“Industry Encouragement Law”), industrial companies are entitled to the following tax benefits, among others:

—

deduction of purchases of know-how and patents over an eight-year period for tax purposes;

—

expenses involved with the issuance and listing of shares on the TASE or on a recognized stock market outside of Israel, are deductible over a three-year period;

—

the right to elect, under specified conditions, to file a consolidated tax return with other related Israeli industrial companies; and

—

accelerated depreciation rates on equipment and buildings.

According to the law, an “industrial company” is defined as a company resident in Israel, at least 90% of the income of which, in any tax year, determined in Israeli currency (exclusive of income from government loans, capital gains, interest and dividends) is derived from an “industrial enterprise” owned by it. An “industrial enterprise” is defined as an enterprise whose major activity in a given tax year is industrial production activity. Eligibility for benefits under the Industry Encouragement Law is not subject to receipt of prior approval from any governmental authority.

We believe that our subsidiary, Sapiens Technologies (1982) Ltd, currently qualifies as an industrial company within the definition under the Industry Encouragement Law. However, we cannot give any assurance that we will continue to qualify as an “industrial company” or that the benefits described above will be available in the future.

Law for the Encouragement of Capital ~~Investments.~~Investments, 1959.

The Law for the Encouragement of Capital Investments, 1959, in effect prior to April 1, 2005 (the “Investments Law”), provides that a capital investment in eligible facilities may, upon application to the Investment Center of the Ministry of Industry, Trade and Labor of the State of Israel, be designated as an “approved enterprise.” Each certificate of approval for an approved enterprise relates to a specific investment program, delineated both by the financial scope of the investment and by the physical characteristics of the facility or the asset. An approved enterprise is entitled to benefits including Israeli government cash grants and tax benefits in specified development areas. The extent of the tax benefits available under the Investments Law and the period for which tax benefits are available are determined by the geographic location of the enterprise. The benefits are dependent upon the fulfillment of conditions stipulated in the Investments Law and its regulations, including the criteria set forth in the specific certificate of approval. The tax benefits from any certificate of approval relate only to taxable profits attributable to the specific approved enterprise. If a company has more than one approval or only a portion of its enterprise is approved, its effective tax rate is the result of a weighted average of the applicable rates (such weighted average is calculated in accordance with the guidelines of the Investment Law).

Tax benefits given under the Investment Law also apply to income generated by a company from the grant of a usage right with respect to know-how developed by the approved enterprise, income generated from royalties, and income derived from a service which is auxiliary to such usage right or royalties, provided that such income is generated in the course of the approved enterprise’s ordinary course of business.

Each application to the Investment Center is reviewed separately and a decision as to whether or not to approve such application is based, among other things, on the then-prevailing criteria set forth in the law, the specific objectives of the applicant company set forth in such application and certain financial criteria of the applicant company. Accordingly, there can be no assurance that any future application will be approved. In addition, as described above, the benefits available to an approved enterprise are dependent upon the fulfillment of certain conditions stipulated in the Investments Law and its regulations and the criteria set forth in the specific certificate of approval. In the event that these conditions are violated, in whole or in part, we would be required to refund the amount of tax benefits, with the addition of the Israeli consumer price index linkage adjustment and interest.

Our subsidiary, Sapiens Technologies (1982) Ltd., which is incorporated in Israel, was granted ~~“Approved Enterprise”~~approved enterprise status by the Investment Center ~~of the Israeli government~~ for six investment programs in 1984, 1991, 1993, 1995, 1998 and 2000 under the ~~Law for Encouragement of Capital~~ Investments ~~1959 (the “Investments Law”).~~Law.

We believe our approved enterprise operates in substantial compliance with all such conditions and criteria.

On April 1, 2005, ana comprehensive amendment to the ~~Investment~~Investments Law came into ~~effect that has significantly changed~~effect. As the ~~provisions of the Investment Law. The amendment limits the scope of enterprises which may be~~amended Investments Law does not retroactively apply to investment programs having an approved enterprise approval certificate issued by the Investment Center by setting criteria for the approval of a facility as an Approved Enterprise, such as provisions generally requiring that at least 25% of the Approved Enterprise’s income will be derived from export. Additionally, the amendment enacted major changes in the manner in whichprior to December 31, 2004, our current tax benefits are awarded under the Investment Law so that companies no longer require Investment Center approval in order to qualify for tax benefits. However, the amended Investment Law provides that terms and benefits included in any certificate of approval granted prior to the April 2004 amendment will remain subject to the provisions of the ~~law as they were on~~Investments Law prior to its revision. Our approved plans subsequent to 2005 and others that may be received in the ~~date of such approval. Therefore, our existing Approved Enterprises~~future will ~~generally not~~ be subject to the provisions of the Investments Law, as amended. Accordingly, the following description includes a summary of the Investments Law prior to its amendment as well as the relevant changes contained in the Investments Law.

Under the terms of our approved enterprise, once we begin generating taxable net income, we will be entitled to a tax exemption with respect to the income derived from our approved enterprise program for two years and will be subject to a reduced company tax rate of between 10% and 25% for the following five to eight years, depending on the extent of foreign (non-Israeli) investment in our company during the relevant year. The tax rate will be 20% if the foreign investment level is more than 49% but less than 74%, 15% if the foreign investment level is more than 74% but less than 90%, and 10% if the foreign investment level is 90% or more. The lowest level of foreign investment during a particular year will be used to determine the relevant tax rate for that year. The period in which we receive these tax benefits is limited to 12 years from the year in which operations or production by the enterprise commenced or 14 years from the year in which approval was granted, whichever is the earlier (the “year of limitation”). The year of limitation does not apply to the exemption period. Dividends distributed from tax-exempt income would be taxed in respect of the gross amount distributed according to the company tax rate that would have been applicable had the company not been exempt from taxation that year. This rate is generally 10% to 25% depending on the extent of foreign investment in the company.

Dividends paid out of income generated by an approved enterprise (or out of dividends received from a company whose income is generated by an approved enterprise) are generally subject to withholding tax at the rate applicable to dividends from approved enterprises (15%), unless a different rate is provided according to a treaty between Israel and the shareholder’s country of residence (if the dividend is distributed out of income derived during the tax exemption period or within 12 years thereafter). The company must withhold this tax at source.

The Investments Law also provides that an approved enterprise is entitled to accelerated depreciation on its property and equipment that are included in an approved investment program. We have not utilized this benefit.

Pursuant to the amendment to the ~~Investment Law. As a result~~Investments Law, effective as of April 1, 2005, the basic condition for receiving the benefits (both under the grant and the tax benefits programs) is the enterprise’s contribution to the economic independence of the ~~amendment, tax-exempt income will subject us~~State of Israel and its contribution to ~~taxes upon distribution or liquidation and we may be~~the gross domestic product. In order to fulfill these conditions, the enterprise is required to ~~record deferred~~be categorized as an industrial enterprise which complies with any of the following:

—

its major activity is in the field of biotechnology or nano-technology;

—

its revenues during the applicable tax year from any single market (i.e. country or a separate customs territory) do not exceed 75% of the privileged enterprise's aggregate revenues during such year; or

—

25% or more of its revenues during the applicable tax year are generated from sales into a single market (i.e. country or a separate customs territory) with a population of at least 12 million residents.

According to the amendment to the Investments Law, only approved enterprises receiving cash grants require the approval of the Investment Center. Approved enterprises, which do not receive benefits in the form of governmental cash grants, such as benefits in the form of tax ~~liability~~benefits, are no longer required to obtain this approval (such enterprises are referred to as “privileged enterprises”). In order to be eligible for the tax benefits, privileged enterprises are required to comply with certain requirements and make certain investments as specified in the amended Investments Law. The privileged enterprises are subject to the responsibility of the Israeli Tax Authority and may, at their discretion, in order to provide greater certainty, elect to apply for a pre-ruling from the Israeli tax authorities confirming that they are in compliance with the provisions of the amended Investments Law and therefore are entitled to receive the benefits provided under the amended Investments Law. The amended Investments Law also specifies which income of the privileged enterprise is entitled to tax benefits (for example income generated from the sale of products that were manufactured by the privileged enterprise, income generated from usage right with respect to ~~such tax-exempt income. As of December 31, 2005,~~know-how developed by the privileged enterprise, etc.).

We cannot assure you that we ~~did not generate income~~will comply with the above conditions in the future or that we will be entitled to any additional benefits under the amended ~~Investment~~Investments Law.

In addition, the amended Investments Law changed the definition of “foreign investment” according to the Investments Law so that the definition, instead of a foreign currency investment, now requires a minimal investment of NIS 5 million by foreign investors. Furthermore, such definition now also includes the purchase of shares of a company from another shareholder (secondary market purchase), provided that the company’s outstanding and paid-up share capital exceed NIS 5 million. Such changes to the aforementioned definition will take effect retroactively from 2003.

To date, we have not utilized the benefits of the Investments Law, as amended subsequent to April 1, 2005, since we are in a loss position for tax purposes.

Special Provisions Relating to Taxation Under Inflationary Conditions

Under the Income Tax (Inflationary Adjustments) Law, of 1985, or the Adjustments Law, results for tax purposes are measured in real terms, in accordance with the changes in the Israeli Consumer Price Index (“Israeli CPI”). Accordingly, until 2004, results for tax purposes were measured in terms of earnings in NIS after certain adjustments for increases in the Israeli CPI. Commencing in taxable year 2005, our subsidiaries in Israel elected to measure their taxable income and file their tax returns under the Israeli Income Tax Regulations (Principles Regarding the Management of Books of Account of Foreign Invested Companies and Certain Partnerships and the Determination of Their Taxable Income), 1986. Such an election obligates our Israeli subsidiaries for three years. Accordingly, commencing taxable year 2005, results for tax purposes are measured in terms of earnings in dollar. We have submitted a request to the Israeli tax authorities to extend the effect of the above regulations on our company for 2008.

Tax Benefits for Research and Development

Israeli tax law allows, under specified conditions, a tax deduction for expenditures, including capital expenditures, for the year in which they are incurred. These expenses must relate to scientific research and development projects and must be approved by the relevant Israeli government ministry, determined by the field of research.

Furthermore, the research and development must be for the promotion of the company’s business and carried out by or on behalf of the company seeking such tax deduction. However, the amount of such deductible expenses is reduced by the sum of funds received through government grants for the finance of such scientific research and development projects. Expenditures not so approved are deductible over a three-year period.

Transfer Pricing

As part of the Israeli 2003 tax reform, the Israeli Tax Ordinance was amended to include section 85A, dealing with international transactions transfer pricing. Section 85A provides that regardless of the actual conditions of an international transaction between related parties, the transaction shall be reported and taxed, based on the arm’s length standard,i.e., based on market conditions in similar transactions between unrelated parties. On October 30, 2006, the Income Tax Regulations (Determination of Market Conditions), hereinafter referred to as the Regulations, which provide instructions for the implementation of section 85A, came into effect.

In accordance with the Regulations, a transaction shall be considered an international transaction if one of the parties is a “foreign resident” as defined thereunder or if the income generated from such transaction, in all or in part, is taxed both in and outside of Israel. The Regulations establish acceptable methods for comparison between transactions, and methods for calculating the price range against which the transaction is measured.

Taxpayers are required to include in their yearly income tax returns a report regarding their international transactions at arm’s length prices.

Taxation of Investments

The following discussion is a summary of certain anticipated tax consequences of an investment in the Common Shares under ~~U.S. Federal~~US federal income tax laws, ~~and~~ Netherlands Antilles tax laws and Israeli laws. The discussion does not deal with all possible tax consequences relating to an investment in the Common Shares. In particular, the discussion does not address the tax consequences under state, local and other (e.g., ~~non-U.S.,~~non-US, non-Netherlands ~~Antilles)~~Antilles, non-Israel) tax laws. Accordingly, each prospective investor should consult its tax advisor regarding the tax consequences of an investment in the Common Shares. The discussion is based upon laws and relevant interpretations thereof in effect as of the date of this annual report on Form 20-F, all of which are subject to change.

Netherlands Antilles Taxation

Under the laws of the Netherlands Antilles as currently in effect, a holder of Common Shares who is not resident of, and during the taxable year has not engaged in trade or business through a permanent establishment in, the Netherlands Antilles will not be subject to Netherlands Antilles income tax on dividends paid with respect to the Common Shares or on gains realized during that year on sale or disposal of such shares; the Netherlands Antilles does not impose a withholding tax on dividends paid by the Company. Under Netherlands Antilles law, no gift or inheritance taxes are levied if, at the time of such gift or at the time of death, the relevant holder of Common Shares was not domiciled in the Netherlands Antilles.

U.S. Federal Income Tax Considerations

Subject to the limitations described herein, this discussion summarizes certain ~~material~~ U.S. federal income tax consequences of the purchase, ownership and disposition of our Common Shares to a U.S. holder. A U.S. holder is a holder of our Common Shares who is:

	—
	—	an individual who is a citizen or resident of the U.S. for U.S. federal income tax purposes;

	—
	—	a corporation ~~or partnership~~ (or another entity taxable as a corporation ~~or partnership~~ for U.S. federal income tax purposes) created or organized under the laws of the United States, or any political subdivision ~~thereof;~~ thereof, or the District of Columbia;

	—
	—	an estate, the income of which may be included in gross income for U.S. federal income tax purposes regardless of its source; or

	—
	—	a trust (i) if, in general, a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (ii) that has in effect a valid election under applicable U.S. Treasury ~~regulations~~Regulations to be treated as a U.S. person.

Unless otherwise specifically indicated, this discussion does not consider the U.S. tax consequences to a person that is not a U.S. holder (a “non-U.S. holder”) and considers only U.S. holders that will own ~~the~~our Common Shares as capital ~~assets.~~assets (generally, for investment).

This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), current and proposed Treasury ~~regulations~~Regulations promulgated under the Code and administrative and judicial interpretations of the Code, all as currently in effect and all of which are subject to change, possibly with a retroactive effect. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular U.S. holder based on the U.S. holder’s particular circumstances. In particular, this discussion does not address the U.S. federal income tax consequences to U.S. holders who are broker-dealers, or who own, directly, indirectly or constructively, 10% or more of our outstanding voting shares, U.S. holders holding the Common Shares as part of a hedging, straddle or conversion transaction, U.S. holders whose functional currency is not the U.S. dollar, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, individual retirement and tax-deferred accounts, certain former citizens or long-term residents of the U.S., tax-exempt organizations, financial institutions , “financial service entities”or who own, directly, indirectly or constructively, 10% or more of our outstanding voting shares, U.S. holders holding our Common Shares as part of a hedging, straddle or conversion transaction, U.S. holders whose functional currency is not the U.S. dollar, U.S. holders that acquired our Common Shares upon the exercise of employee stock options or otherwise as compensation, and U.S holders who are persons subject to the alternative minimum tax, who may be subject to special rules not discussed below.

Additionally, the tax treatment of persons who are, or hold ~~the~~our Common Shares through a partnership or other pass-through entity is not considered, nor is the possible application of U.S. federal estate or gift taxes or any aspect of state, local or non-U.S. tax laws.

You are advised to consult your tax advisor with respect to the specific U.S. federal, state, local and foreign ~~income~~ tax consequences ~~to you~~ of purchasing, holding or disposing of our Common Shares.

Taxation of Distributions on Common Shares

Subject to the discussion below under “Tax Consequences if We ~~are~~Are a Passive Foreign Investment Company,” a distribution paid by us with respect to ~~the~~our Common Shares to a U.S. holder will be treated as dividend income to the extent that the distribution does not exceed our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. ~~The amount of a distribution with respect to the Common Shares will equal the amount of cash and the fair market value of any property distributed.~~ Dividends that are received by U.S. holders that are individuals, estates or trusts will be taxed at the rate applicable to long-term capital gains (a(currently a maximum rate of 15% through taxable years beginning on or before December 31, 2010), provided that such dividends meet the requirements of “qualified dividend income.” For this purpose, qualified dividend income generally includes dividends paid by a foreign corporation if certain holding period and other requirements are met and either (a) the stock of the foreign corporation with respect to which the dividends are paid is “readily tradable” on an established securities market in the U.S. (e.g., the NASDAQ Capital Market) or (b) the foreign corporation is eligible for benefits of a comprehensive income tax treaty with the U.S. which includes an information exchange program and is determined to be satisfactory by the U.S. Secretary of the Treasury. The United States Internal Revenue Service (“IRS”) has determined that the U.S.-Netherlands Antilles income tax treaty is not a comprehensive income tax treaty for this purpose. Dividends that fail to meet such requirements and dividends received by corporate U.S. holders are taxed at ordinary income rates. No dividend received by a U.S. holder will be a qualified dividend ~~(1)~~(i) if the U.S. holder held the Common Share with respect to which the dividend was paid for less than 61 days during the 121-day period beginning on the date that is 60 days before the ex-dividend date with respect to such dividend, excluding for this purpose, under the rules of Code ~~section~~Section 246(c), any period during which the U.S. holder has an option to sell, is under a contractual obligation to sell, has made (and not closed) a short sale of, is the grantor of a deep-in-the-money or otherwise nonqualified option to buy, or has otherwise diminished its risk of loss by holding other positions with respect to, such Common Share (or substantially identical securities); or ~~(2)~~(ii) to the extent that the U.S. holder is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in property substantially similar or related to the Common Share with respect to which the dividend is paid. If we were to be a “passive foreign investment company” (as such term is defined in the Code), or “PFIC”, for any taxable year, dividends paid on our Common Shares in such year or in the following taxable year would not be qualified dividends. See the discussion below regarding our PFIC status under “Tax Consequences if We Are a Passive Foreign Investment Company.” In addition, a non-corporate U.S. holder will be able to take a qualified dividend income into account in determining its deductible investment interest (which is generally limited to its net investment income) only if it elects to do so; in such case the dividend income will be taxed at ordinary income rates.

The amount of any distribution which exceeds the amount treated as a dividend will be treated first as a non-taxable return of capital, reducing the U.S. holder’s tax basis in ~~its~~our Common Shares to the extent thereof, and then as capital gain from the deemed disposition of the Common Shares. Corporate holders will not be allowed a deduction for dividends received in respect of the Common Shares.

Distributions of current or accumulated earnings and profits paid in foreign currency to a U.S. holder will be includible in the income of a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate on the day the distribution is received. A U.S. holder that receives a foreign currency distribution and converts the foreign currency into U.S. dollars subsequent to receipt may have foreign exchange gain or loss based on any appreciation or depreciation in the value of the foreign currency against the U.S. dollar, which will generally be U.S. source ordinary income or loss.

Taxation of the Disposition of Common Shares

Subject to the discussion below under “Tax Consequences if We ~~are~~Are a Passive Foreign Investment Company,” upon the sale, exchange or other disposition of our Common Shares, a U.S. holder will recognize capital gain or loss in an amount equal to the difference between the amount realized on the disposition and the U.S. holder’s tax basis in ~~the~~our Common Shares. The gain or loss recognized on the disposition of the Common Shares will be long-term capital gain or loss if the U.S. holder held the Common Shares for more than one year at the time of the disposition and iswould be eligible for a ~~maximum 15%~~reduced rate of taxation for ~~individuals through~~certain non-corporate U.S. holders (currently a maximum rate of 15% for taxable years beginning on or before December 31, ~~2010.~~2010). Capital gain from the sale, exchange or other disposition of Common Shares held for one year or less is short-term capital gain and taxed as ordinary ~~income at a maximum rate of 35%.~~income. Gain or loss recognized by a U.S. holder on a sale, exchange or other disposition of our Common Shares generally will be treated as U.S. source income or ~~loss for U.S. foreign tax credit purposes.~~loss. The deductibility of capital losses is subject to ~~limitation.~~certain limitations.

A U.S. holder that uses the cash method of accounting calculates the dollar value of the proceeds received on the sale as of the date that the sale settles. However, a U.S. holder that uses the accrual method of accounting is required to calculate the value of the proceeds of the sale as of the trade date and may therefore realize foreign currency gain or loss. A U.S. holder that uses the accrual method may avoid realizing foreign currency gain or loss by electing to use the settlement date to determine the proceeds of sale for purposes of calculating the foreign currency gain or loss. In addition, a U.S. holder that receives foreign currency upon disposition of its Common Shares and converts the foreign currency into dollars after the settlement date or trade date (whichever date the U.S. holder is required to use to calculate the value of the proceeds of sale) ~~will~~may have foreign exchange gain or loss based on any appreciation or depreciation in the value of the foreign currency against the dollar, which will generally be U.S. source ordinary income or loss.

Tax Consequences if We ~~are~~Are a Passive Foreign Investment Company

We ~~will~~would be a passive foreign investment company, or PFIC, if (taking into account certain “look-through” rules with respect to the income and assets of our corporate subsidiaries) either ~~(1)~~(i) 75% or more of our gross income ~~in a~~for the taxable year iswas passive income, or ~~(2) 50% or more of~~(ii) the average percentage (by value determined on ~~the basis of~~ a quarterly ~~average,~~basis) of our assets ~~in a~~that are passive assets during the taxable year ~~produce,~~was at least 50%. As discussed below, we believe that we were not a PFIC for 2008.

If we were a PFIC, each U.S. holder would (unless it made one of the elections discussed below on a timely basis) be taxable on gain recognized from the disposition of our Common Shares (including gain deemed recognized if our Common Shares are used as security for a loan) and upon receipt of certain excess distributions (generally, distributions that exceed 125% of the average amount of distributions in respect to such shares received during the preceding three taxable years or, ~~are held~~if shorter, during the U.S. holder’s holding period prior to the distribution year) with respect to our Common Shares as if such income had been recognized ratably over the U.S. holder’s holding period for the ~~production~~shares. The U.S. holder’s income for the current taxable year would include (as ordinary income) amounts allocated to the current taxable year and to any taxable year prior to the first day of ~~passive income; passive~~the first taxable year for which we were a PFIC. Tax would also be computed at the highest ordinary income ~~generally includes interests, discounts, royalties~~tax rate in effect for each other taxable year to which income is allocated, and ~~rents. If~~an interest charge on the tax as so computed would also apply. The tax liability with respect to the amount allocated to the taxable year prior to the taxable year of the distribution or disposition cannot be offset by any net operating losses. Additionally, if we ~~own (directly~~were a PFIC, U.S. holders who acquire our Common Shares from decedents (other than nonresident aliens) dying before 2010 would be denied the normally-available step-up in basis for such shares to fair market value at the date of death and, instead, would have a tax basis in such shares equal to the lessor of the decedent’s basis or ~~indirectly) at least 25% by~~the fair market value of such shares on the ~~stock~~decedent’s date of ~~another corporation, we will be treated for purposes of~~death. .

As an alternative to the ~~foregoing tests as owning our proportionate share of the other corporation’s assets and as directly earning our proportionate share of the other corporation’s income. If we are a PFIC,~~tax treatment described above, a U.S. holder ~~must determine under which of three alternative taxing regimes it wishes to be taxed.~~

~~The “QEF” regime applies if the U.S. holder elects~~could elect to treat us as a “qualified electing fund” ~~(“QEF”~~(a “QEF”) ~~for the first taxable year~~, in which case the U.S. holder ~~owns our Common Shares or in which we are a PFIC, whichever is later, and if we comply with certain reporting requirements. If the QEF regime applies, then~~would be taxed, for each taxable year that we are a PFIC, ~~such U.S. holder will include in~~on its ~~gross income a proportionate~~pro rata share of our ordinary earnings ~~(which is taxed as ordinary income)~~ and net capital gain ~~(which is taxed as long-term capital gain), subject~~(subject to a separate election to defer payment of taxes, which deferral is subject to an interest ~~charge. These~~charge). Special rules apply if a U.S. holder makes a QEF election after the first taxable year in its holding period in which we are a PFIC. We have agreed to supply U.S. holders with the information needed to report income and gain under a QEF election if we were a PFIC. Amounts includable in income as a result of a QEF election will be determined without regard to our prior year losses or the amount of cash distributions, if any, received from us. A U.S. holder’s basis in its Common Shares will increase by any amount included in income and decrease by any amounts not included in income when distributed because such amounts were previously taxed under the QEF rules. So long as a U.S. holder’s QEF election is in effect with respect to the entire holding period for its Common Shares, any gain or loss realized by such holder on the disposition of its Common Shares held as a capital asset generally will be capital gain or loss. Such capital gain or loss ordinarily would be ~~included in~~long-term if such U.S. holder had held such Common Shares for more than one year at the time of the disposition. For non-corporate U.S. holders, long-term capital gain is generally subject to a maximum federal income tax rate of 15% for taxable years beginning on or before December 31, 2010. The QEF election is made on a shareholder-by-shareholder basis, applies to all Common Shares held or subsequently acquired by an electing U.S. holder for its taxable year in which our taxable year ends, whether or not such amounts are actually distributed to the U.S. holder. A U.S. holder’s basis in our Common Shares for which a QEF election has been made would be increased to reflect the amount of any taxed but undistributed income. Generally, a QEF election allows an electing U.S. holder to treat any gain realized on the disposition of his Common Shares as capital gain.

~~Once made, the QEF election applies to all subsequent taxable years of the U.S. holder in which it holds our Common Shares and for which we are a PFIC~~ and can be revoked only with the consent of the ~~Internal Revenue Service. A shareholder makes~~IRS.

As an alternative to making a QEF election, by attaching a completed Internal Revenue Service Form 8621, including the PFIC annual information statement, to a timely filed United States federal income tax return. Even if a QEF election is not made, a U.S. ~~person who~~holder of PFIC stock that is ~~a shareholder~~“marketable stock” (e.g., “regularly traded” on the NASDAQ Capital Market) may, in certain circumstances, avoid certain of the tax consequences generally applicable to holders of stock in a PFIC ~~must file a completed Internal Revenue Service Form 8621 every year.~~

~~If a QEF election is made after~~by electing to mark the ~~first taxable year in which a U.S. holder holds our Common Shares and we are a PFIC, then special rules would apply.~~

~~A second regime, the “mark-to-market” regime, may be elected so long as our Common Shares are “marketable: (i.e., regularly traded on certain securities exchanges). Pursuant~~stock to ~~this regime, an electing U.S. holder’s Common Shares are marked-to-market each year and the U.S. holder recognizes as ordinary income or loss an amount equal to the difference~~market as of the ~~close~~beginning of the taxable year between the fair market value of our Common Shares and the U.S. holder’s adjusted tax basis in our Common Shares. Losses are allowed only to the extent of net mark-to-market gain previously included by the U.S. holder under the election for prior taxable years. An electing U.S. holder’s adjusted basis in our Common Shares is increased by income recognized under the mark-to-market election and decreased by the deductions allowed under the election.

Under the mark-to-market election, gain on the sale of our Common Shares is treated as ordinary income, and loss on the sale of our Common Shares, to the extent the amount of loss does not exceed the net mark-to-market gain previously included, is treated as ordinary loss. The mark-to-market election applies to the tax year for which the election is made and all later tax years, unless the Common Shares cease to be marketable or the Internal Revenue Service consents to the revocation of the election.

~~If the mark-to-market election is made after the first taxable year in which a U.S. holder holds our Common Shares and we are a PFIC, then special rules would apply.~~

A U.S. holder making neither the QEF election nor the mark-to-market election is subject to the “excess distribution” regime. Under this regime, “excess distributions” are subject to special tax rules. An excess distribution is either (1) a distribution with respect to shares that is greater than 125% of the average distributions received by the U.S. holder from us over the shorter of either the preceding three taxable years or such U.S. holder’s holding period for our ~~shares, or (2) 100% of the gain from the disposition of our shares (including gain deemed recognized~~Common Shares. Special rules apply if ~~the Common Shares are used as security for a loan).~~

~~Excess distributions must be allocated ratably to each day that~~ a U.S. holder ~~has held our Common Shares. A U.S. holder must include amounts allocated to the current taxable year, as well as amounts allocated to taxable years prior to~~makes a mark-to-market election after the first year in its holding period in which we ~~were~~are a PFIC. As a result of such an election, in any taxable year that we are a PFIC, ~~in its gross income as ordinary income for that year. All amounts allocated~~a U.S. holder would generally be required to ~~prior years~~report gain or loss to the extent of the difference between the fair market value of the Common Shares at the end of the taxable year and such U.S. ~~holder during~~holder’s tax basis in such shares at that time. Any gain under this computation, and any gain on an actual disposition of our Common Shares in a taxable year in which we ~~were a~~are PFIC, would be ~~taxed at the highest tax rate for each such prior year applicable to~~treated as ordinary income. ~~The U.S. holder also~~Any loss under this computation, and any loss on an actual disposition of our Common Shares in a taxable year in which we are PFIC, would be ~~liable~~treated as ordinary loss to the extent of the cumulative net-mark-to-market gain previously included. Any remaining loss from marking our Common Shares to market will not be allowed, and any remaining loss from an actual disposition of our Common Shares generally would be capital loss. A U.S. holder’s tax basis in its Common Shares is adjusted annually for ~~interest on~~any gain or loss recognized under the ~~deferred tax liability for each such prior year calculated as if such liability had been due~~mark-to-market election. There can be no assurances that there will be sufficient trading volume with respect to ~~each such prior year. The portions of gains~~our Common Shares for the Common Shares to be considered “regularly traded” or that our Common Shares will continue to trade on the NASDAQ Capital Market. Accordingly, there are no assurances that our Common Shares will be marketable stock for these purposes. As with a QEF election, a mark-to-market election is made on a shareholder-by-shareholder basis, applies to all Common Shares held or subsequently acquired by an electing U.S. holder and ~~distributions that are not characterized as “excess distributions” are subject to tax in the current year under the normal tax rules~~can only be revoked with consent of the ~~Code.~~

~~A U.S. person who inherits shares in a foreign corporation that was a PFIC in~~IRS (except to the ~~hands of the decedent (who did not make a QEF election), is denied the otherwise available step-up in the tax basis of such shares to fair market value at the date of death.~~extent our Common Shares no longer constitute “marketable stock”).

Based on an analysis of our assets and income, we believe that in we were not a PFIC ~~in 2005 or 2004. However, since the determination of whether~~for 2008. We currently expect that we ~~are~~will not be a PFIC in 2009. The tests for determining PFIC status are applied annually and it is ~~dependant on a number~~difficult to make accurate predictions of ~~factors, including the relative value of our passive~~future income and assets, ~~and non-passive assets, our market capitalization and the amount and the type of our gross income, there can be no assurance with respect~~which are relevant to ~~the position of the Internal Revenue Service on our status as a PFIC. In addition,~~this determination. Accordingly, there can be no assurance that we will not become a PFIC in any future taxable years. U.S. holders who hold our Common Shares during a period when we are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC, subject to certain exceptions for ~~the current fiscal year ending December 31, 2006~~U.S. holders who made QEF, mark-to-market or ~~in a future year.~~

certain other special elections. U.S. holders are urged to consult their tax advisors ~~regarding the application of~~about the PFIC rules, including ~~eligibility for and~~ the ~~manner and advisability~~consequences to them of making ~~the~~a mark-to-market or QEF election with respect to our Common Shares in the event that we qualify as a PFIC.

Non-U.S. holders of Common Shares

Except as provided below, a non-U.S. holder of our Common Shares will not be subject to U.S. federal income or withholding tax on the receipt of dividends on, or the ~~mark-to-market election.~~proceeds from the disposition of, our Common Shares, unless, in the case of U.S. federal income taxes, that item is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States and, in the case of a resident of a country which has an income tax treaty with the United States, such item is attributable to a permanent establishment in the United States or, in the case of an individual, a fixed place of business in the United States. In addition, gain recognized on the disposition of our Common Shares by an individual non-U.S. holder will be subject to tax in the United States if the non-U.S. holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met.

Information Reporting and Backup Withholding

A U.S. holder generally is subject to information reporting and may be subject to backup withholding at a rate of up to 28% (through 2010) with respect to dividend payments ~~and~~on, or receipt of the proceeds from the disposition of, ~~the~~our Common Shares. Backup withholding will not apply with respect to payments made to exempt recipients, including corporations and tax-exempt organizations, or if a U.S. holder provides a correct taxpayer identification number, ~~(or certifies that he has applied for a taxpayer identification number),~~ certifies that such holder is not subject to backup withholding or otherwise establishes an exemption. Non-U.S. holders are not subject to information reporting or backup withholding with respect to dividend payments on, or receipt of the proceeds from the disposition of, our Common Shares in the U.S., or by a U.S. payor or U.S. middleman, provided that such non-U.S. holder provides a taxpayer identification number, certifies to its foreign status, or otherwise establishes an exemption. Backup withholding is not an additional tax and may be claimed as a credit against the U.S. federal income tax liability of a ~~U.S.~~ holder, or alternatively, the ~~U.S.~~ holder may be eligible for a refund of any excess amounts withheld under the backup withholding rules, in either case, provided that the required information is furnished to the ~~Internal Revenue Service.~~IRS.

Israeli Tax Considerations

Israeli Holders

~~Non-U.S. holders~~Capital Gains From the Sale of ~~Common~~ Shares

~~Except~~Under Section 91 of the Israeli Income Tax Ordinance (New Version), 5721-1961, or Israeli Tax Ordinance, real capital gains from the sale of securities by an individual Israeli resident are subject to tax at the applicable marginal tax rates for such an individual. However, under Section 91 of the Israeli Tax Ordinance, such rates will not exceed 20% and the capital gain will be treated as the highest level on the scale of taxable income. The aforesaid will not apply to the sale of securities by an individual who is classified as a “significant shareholder” in the company – i.e. one who holds, directly or indirectly, alone or “together with another”, at least 10% in one or more of the means of control in the company – either at the time of sale of the securities or at any time during the 12 months that preceded the above stated sale, in which case the rate of tax in respect of the real capital gains will not exceed 25%. “Together with another” is defined in the Israeli Tax Ordinance as together with a relative and together with an entity that is not a relative, with which cooperation exists in the regular course of business according to a material agreement in respect of a corporate entity, directly or indirectly.

Furthermore, until the determination of the directives and conditions for the deduction of real interest expenses under Section 101A(A)(9) of the Israeli Tax Ordinance, an individual who claims real interest and linkage differential expenses with respect to securities will owe tax at a rate of 25% on real capital gains from the sale of such securities. The aforesaid reduced tax rates will not apply to an individual for whom the income from the sale of the securities is classified as “business” income under Section 2(1) of the Israeli Tax Ordinance and therefore will be subject to tax according to the applicable marginal tax rate set forth in Section 121 of the Israeli Tax Ordinance.

An association of individuals (including a company) will be taxed on real capital gains from the sale of securities at the corporate tax rate that is scheduled to decrease gradually to a rate of 25% by 2010. However, an association of individuals that prior to August 10, 2005 was not subject to Section 6 of the Income Tax Law (Inflationary Adjustments), 1985, or Section 130A of the Israeli Tax Ordinance, is taxed at a rate of 25% on real capital gains as of January 1, 2006.

An exempt mutual fund and entities subject to the exemption stated in Section 9(2) of the Israeli Tax Ordinance will be exempt from capital gains tax from sale of securities. A taxable mutual fund will be subject to tax at the rate of 20% on the real capital gain from sale of securities.

In accordance with the Income Tax Regulations (Deduction from Proceeds, from Payment or from Capital Gain from Sale of Securities or from a Future Transaction), 2002, or Deduction Regulations, the payer to an individual seller of consideration for sale of securities will withhold tax at source at the rate of 20% from the real capital gain subject to tax. The payer to a corporate entity of consideration for sale of securities will withhold tax at source at the rate of 25% from the real capital gain. Such payment to a foreign resident will be exempt from withholding tax at source, as stated, subject to fulfillment of certain conditions stated in the Deduction Regulations.

Rate of Tax Applicable to Income from Dividends on Shares

In general, those individuals who are residents of Israel will owe tax at a rate of 20% on dividends received in connection with our shares of common stock. Yet, individuals who are “significant shareholders” (see above) at the time of receiving the dividend, or at any time during the 12-month period preceding the receipt of dividend, will be subject to a tax rate of 25%. The tax rate in respect of dividends received by Israeli companies is, in general, 0%, but dividends that are derived from sources outside of Israel or that are generated or produced outside of Israel will be taxed at a rate of 25%. Dividends received by a taxable mutual fund will be subject to the 20% tax rate of an Israeli resident individual (for whom the income is not classified as “business” income). Generally, exempt mutual funds,pension funds and other entities that are exempt from tax under Section 9(2) of the Israeli Tax Ordinance are exempt from tax on such dividends. A “taxable mutual fund” is defined in the Israeli Tax Ordinance as a mutual fund whose agreement or prospectus irrevocably states that the fund is a mutual fund subject to tax. An “exempt mutual fund” is defined as a mutual fund whose agreement or prospectus irrevocably states that the fund is a mutual fund exempt from tax.

Non- Israeli Holders

Generally, Israeli income tax will not apply to income, including capital gains dividends, which is realized by a non-Israeli resident who has purchased securities from a non-Israeli resident corporation, provided ~~below,~~that (i) the non-Israeli resident corporation is not deemed an Israeli resident corporation for tax purposes; (ii) the securities are not deemed as a ~~non-U.S. holder~~right to assets in Israel (i.e., the consolidated assets of ~~Common~~the corporation are substantially located in Israel); and (iii) the income is not derived from a permanent establishment of the non-Israeli resident purchaser in Israel.

Although we are not registered and/or incorporated in Israel, the Israeli Tax Authority may contend that the “control and management” of our business is exercised in Israel and, therefore, we are considered a resident of Israel for tax purposes. In general, the test of “control and management” seeks to determine where the company’s policy is set and where its strategic resolutions are accepted. Accordingly, what is examined is the place in which the ability to direct and determine the business policy of the company is realized and the place in which the resolutions allowing the business of the company to be carried-out are accepted. The test of “control and management” is determined every tax year. Furthermore, since a substantial portion of our assets are located in Israel, our shares may be deemed by the Israeli Tax Authority as a right to assets in Israel. It should be noted that Israeli tax law does not provide clear guidelines regarding the manner in which the Israeli and non-Israeli assets of a non-Israeli company should be measured for purposes of determining whether the assets of such company are substantially located in Israel and whether its shares are deemed a right to assets in Israel. Therefore, it is uncertain whether our shares would be considered a right to assets in Israel.

In the event that we are classified as an Israeli resident corporation or our shares are deemed a right to assets in Israel, the following tax consequences would be applicable to non-Israeli residents who purchased our securities.

Capital Gains From the Sale of Shares ~~(except~~

Non-Israeli residents, including U.S. resident purchasers, are generally exempt from Israeli capital gains tax on any gains derived from the sale of securities publicly traded on NASDAQ, whether such sold securities are of an Israeli resident corporation or of a non-Israeli resident corporation, provided such gains are not derived from a permanent establishment of such shareholders in Israel. However, non-Israeli corporations selling such securities, including U.S. resident corporations, will not be entitled to such an exemption if an Israeli resident (i) has a controlling interest of 25% or more in the non-Israeli corporation, or (ii) if the beneficiary is directly or indirectly entitled to 25% or more of the revenues or profits of the non-Israeli corporation.

In addition, pursuant to certain ~~former U.S. citizens and long-term residents~~treaties to which the Government of Israel is a party, the sale, exchange or disposition of common shares may not be subject to Israeli capital gains tax, in according with the terms of such treaties.

For example, pursuant to the Convention between the Government of the United ~~States)~~States of America and the Government of Israel with respect to Taxes on Income, or U.S.-Israel Tax Treaty, the sale, exchange or disposition of common shares by a person who qualifies as a “resident of the United States” within its meaning under the U.S.-Israel Tax Treaty and who is entitled to claim the benefits afforded to such person by the U.S.-Israel Tax Treaty, which person is referred to for purposes of this tax discussion as “Treaty U.S. Resident,” generally will not be subject to Israeli capital gains tax unless such Treaty U.S. ~~federal income~~Resident holds, directly or ~~withholding tax on~~indirectly, shares representing 10% or more of the ~~receipt~~voting power during any part of ~~dividends on, and~~ the ~~proceeds~~12-month period preceding such sale, exchange or disposition. Moreover, subject to particular conditions, the capital gains from ~~the~~such sale, exchange or disposition of, a Common Share, unless, in the case of U.S. federal income taxes, that item is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States and, in the case of a resident of a country which has an income tax treaty with the United States, that item is attributablecan be allocated to a permanent establishment of such Treaty U.S. Resident in Israel. In such cases, subject to the ~~United States or, in~~limitations of U.S. laws applicable to foreign tax credits, the ~~case of an individual, a fixed place of business in the United States. In addition, gain recognized by an individual non-U.S. holder will~~Treaty U.S. Resident would be subject to Israeli tax, ~~in the United States if the non-U.S. holder is present in the United States for 183 days or more in the taxable year of the sale and other conditions are met.~~

~~Non-U.S. holders will not be subject to information reporting or backup withholding with respect~~ to the ~~payment of dividends on Common Shares unless~~extent applicable; however, under the ~~payment is made through~~U.S.-Israel Tax Treaty, such Treaty U.S. Resident would be permitted to claim a paying agent, or an office of a paying agent, in the United States. Non-U.S. holders will be subject to information reporting and backup withholding at a rate of up to 28% (through 2010) with respect to the payment within the United States of dividends on the Common Shares unless the holder provides its taxpayer identification number, certifies to its foreign status, or otherwise establishes an exemption.

Non-U.S. holders will be subject to information reporting and backup withholding at a rate of up to 28% (through 2010) on the receipt of the proceeds from the disposition of the Common Shares to, or through, the United States office of a broker, whether domestic or foreign, unless the holder provides a taxpayer identification number, certifies to its foreign status or otherwise establishes an exemption. Non-U.S. holders will not be subject to information reporting or backup withholding with respect to the receipt of proceeds from the disposition of the Common Shares by a foreign office of a broker; provided, however, that if the broker is a U.S. person or a “U.S. related person,” information reporting (but not backup withholding) will apply unless the broker has documentary evidence in its records of the non-U.S. holder’s foreign status or the non-U.S. holder certifies to its foreign status under penalties of perjury or otherwise establishes an exemption. For this purpose, a “U.S. related person” is a broker or other intermediary that maintains one or more enumerated U.S. relationships. Backup withholding is not an additional tax and may be claimed as a credit for such taxes against the U.S. federal income tax ~~liability~~imposed with respect to such sale, exchange or disposition.

Therefore, the exemption under the Israeli Tax Ordinance may be the only exemption from Israeli tax available to non-Israeli shareholders. Accordingly, non-Israeli resident purchasers who, in light of the existence or lack of existence of certain conditions, are unable to benefit from a treaty, may wish to utilize a recently introduced special exemption on capital gains arising from the sale of shares in an Israeli company (including companies which are deemed an Israeli resident corporation for tax purposes) between July 1, 2005 and December 31, 2008. In order for this exemption to apply, the following conditions must be met:

(a)	an application is to be submitted to the Israeli Tax Authority at the same time as the reporting of the sale and capital gain;

(b)	the capital gain does not derive from a permanent establishment of the seller in Israel;

(c)

the seller is an individual and has been a resident of a country with which Israel has a tax treaty (e.g., the U.S.) during the ten continuous years prior to the acquisition or is an entity where at least 75% of the means of control of the entity are ultimately held, directly or indirectly, by individual shareholders who are residents of a country with which Israel has a tax treaty (e.g., the U.S.) during the ten continuous years prior to the acquisition. Unless it can be proved otherwise, where the entity is listed on a non-Israel stock exchange, this condition is deemed to be met automatically in respect of “non-material” shareholders. “Material” is defined as a 10% or more holding, directly or indirectly, of any means of control, together with related parties;

(d)	the shares were not purchased from a “related party” (as defined in the Israeli Tax Ordinance) and Chapter E-2 of the Israeli Tax Ordinance did not apply to such purchase of shares;

(e)	the sale was reported to the tax authority in the country of the seller’s residence; and

(f)	within 30 days of the acquisition, the transaction was disclosed in full to the Israeli Tax Authority.

Shareholders who wish to benefit from this additional exemption would therefore be advised to approach the Israeli Tax Authority within 30 days of the purchase of shares in the Company.

In the event that the exceptions to the capital gains tax do not apply to a non-Israeli resident purchaser, upon the realization of gain from the sale of our shares, such non-Israeli resident purchaser will be subject to the tax rates described above under “Israeli Holders – Capital Gains From the Sale of Shares.”

Rate of Tax Applicable to Income from Dividends on Shares

Non-residents of Israel are subject to income tax on income accrued or derived from sources in Israel. Such sources of income include passive income, such as dividends on shares of an Israeli resident corporation.

Under Israeli tax law, distributions of dividends are generally subject to withholding tax at the rates indicated above under “Israeli Holders – Rate of Tax Applicable to Income from Dividends on Shares.” However, the tax rates in the event of a ~~non-U.S. holder, or alternatively,~~distribution of dividends to a foreign resident are subject to relevant provisions of the ~~non-U.S. holder may be eligible~~applicable treaty for ~~a refund~~the avoidance of ~~any excess amounts withheld~~double taxation between Israel and the country of residency of the foreign resident. For U.S. resident purchasers, who qualify as Treaty U.S. Residents under the ~~backup withholding rules, in either case, provided~~U.S.-Israel Tax Treaty, the maximum rate of tax on dividends paid to a holder of common shares is 25%; however, the tax rate is generally reduced to 12.5% if the shareholder is a U.S. corporation and holds at least 10% of the issued voting power during the whole of its prior tax year, as well as during the part of the tax year that precedes the ~~required information is furnished to~~date of payment of the ~~Internal Revenue Service.~~dividend, and not more than 25% of the gross income consists of interest or dividends.


F.	Dividends and Paying ~~Agents~~Agents.

Not applicable.

G.	Statement by Experts.

Not applicable.

~~Statement by Experts~~

~~Not applicable.~~


H.	Documents on ~~Display~~Display.

We are currently subject to the information and periodic reporting requirements of the ~~Securities~~ Exchange Act ~~of 1934, as amended~~ that are applicable to foreign private issuers. Although as a foreign private issuer we are not required to file periodic information as frequently or as promptly as United States companies, we generally do publicly announce our quarterly and year-end results promptly and file periodic information with the ~~SEC~~United States Securities and Exchange Commission under cover of Form 6-K. As a foreign private issuer, we are also exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements and our officers, directors and principal shareholders are exempt from the reporting and other provisions in Section 16 of the Exchange Act. Our SEC filings are filed electronically on the EDGAR reporting system and may be obtained through that medium. You may ~~review a~~inspect without charge and copy ~~of our~~at prescribed rates such filings, ~~with the SEC,~~ including any exhibits and schedules, at the ~~SEC’s~~ public reference facilities ~~in Room 1024, Judiciary Plaza, 450 Fifth~~maintained by the SEC, 100 F Street, ~~N.W.~~N.E., Washington, D.C. ~~20549.~~20549 and at the SEC’s regional offices at 233 Broadway, New York, NY 10279 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661. You may also obtain copies of such materials from the ~~Public Reference Section of the~~ SEC at prescribed rates. The SEC also maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of this web site is http://www.sec.gov. You may call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The Exchange Act file number for our Securities and Exchange Commission filings is 000-20181.

The Company’s Common Shares are quoted on the NASDAQ Capital Market. You may inspect reports and other information concerning ~~Sapiens~~the Company at the offices of the National Association of Securities Dealers, Inc., 9513 Key West Avenue, Rockville, MD 20850.

Information about Sapiens is also available on its website at http://www.sapiens.com. Such information on our website is not part of this annual report.


I.	Subsidiary ~~Information~~Information.

Not applicable.


ITEM 11.		QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET ~~RISK~~RISK.

Market risks relating to our operations result primarily from changes in exchange rates, interest rates or weak economic conditions in the markets in which we sell our products and services. We have been and we are actively monitoring these potential exposures. To manage the volatility relating to these exposures, we may enter into various forward contracts or other hedging instruments. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings and cash flows associated with changes in foreign currency rates and interest rates.

Foreign Currency Risk.We conduct our business in various foreign currencies, primarily those of Israel and the UK, and to a lesser extent of Japan, Europe and Canada. A devaluation of the NIS, GBP, Euro and the Japanese Yen in relation to the US dollar has the effect of reducing the US dollar amount of any of our expenses or liabilities which are payable in those currencies (unless such expenses or payables are linked to the US dollar) and increasing the US Dollar amount of any of our revenues which are payable in those currencies.

In 2007 and the first three quarters of 2008 the US dollar devalued significantly with respect to the NIS. We are obligated to pay the principal and the interest of our debentures in NIS, but we record the expenses in our financial statements in US dollars. Therefore, as a result of the devaluation of the US dollar, we had an increase in our finance expenses.

Because exchange rates between the NIS, GBP, Euro and the Japanese Yen and the US dollar fluctuate continuously, exchange rate fluctuations and especially larger periodic devaluations will have an impact on our profitability and period-to-period comparisons of our results. The effects of foreign currency re-measurements are reflected as financial expenses in our consolidated financial statements.

We monitor our foreign currency exposure and, from time to time, may enter into currency forward contracts or put/call currency options to hedge balance sheet exposure. ~~In 2005, we entered into forward exchange contracts to hedge transactions denominated in foreign currencies, in the amount of approximately $1.5 million.~~

We may use such contracts to hedge exposure to changes in foreign currency exchange rates associated with balance sheet balances denominated in a foreign currency and anticipated costs to be incurred in a foreign currency.

~~Interest Rate Risk.~~ ~~Our interest expenses are most sensitive to changes~~ In 2008, we entered into hedging transactions, by purchasing (i) put options in the ~~London Interbank Offered Rate (LIBOR) as our short-term borrowings~~total amount of $9.8 million, to protect against the devaluation of the US Dollar, in the range of NIS 3.30 – 3.70 per Dollar, and ~~cash balances, including~~(ii) put options in total amount of $1.0 million, to protect against the ~~proceeds~~devaluation of the US dollar, at the rate of GBP 0.54 per US dollar. During 2008, we recorded a total gain of $106,000 from the ~~offering~~performance of ~~the Debentures, bear a LIBOR-based interest rate.~~

put options contracts. As of December 31, ~~2005,~~2008, we had ~~approximately $12.0~~put option contracts outstanding in the amount of $3.3 million. In 2009, we purchased put options in the total amount of $1.8 million ~~outstanding~~to protect against the devaluation of the US Dollar exercisable by us at the rate 4NIS per US Dollar.

Except for the abovementioned put option contracts, as of December 31, 2008, we had no foreign exchange contracts, options contracts or other foreign hedging arrangements.

Market Risk.We currently do not invest in, or otherwise hold, for trading or other purposes, any financial instruments subject to market risk.

Interest Rate Risk. We pay interest on our credit facilities, convertible notes and short-term ~~credit agreements. The potential loss to Sapiens over one year that would~~loans based on LIBOR, for dollar-denominated loans, and the prime interest rate in Israel, for some of our NIS-denominated loans. As a result, ~~from a hypothetical, instantaneous and unfavorable change of 100 basis points~~changes in the general level of interest rates directly affect the amount of ~~all applicable financial assets~~interest payable by us under these facilities. However, we expect our exposure to risk from changes in interest rates to be minimal and ~~liabilities on December 31, 2005 would~~ not ~~exceed approximately $120,000.~~material. Therefore, no quantitative tabular disclosures are required.


ITEM 12.		DESCRIPTION OF SECURITIES OTHER THAN EQUITY ~~SECURITIES~~SECURITIES.

Not applicable.

PART II


ITEM 13.		DEFAULTS, DIVIDEND ARREARAGES AND ~~DELINQUENCIES~~DELINQUENCIES.

None.


~~None.~~

ITEM 14.		MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF ~~PROCEEDS~~PROCEEDS.

None.

ITEM 15T.
~~None.~~

~~ITEM 15.~~	CONTROLS AND PROCEDURES

A.~~Evaluation of~~ Disclosure Controls and Procedures.The President and Chief Executive Officer of the Company and ~~Executive Vice President and~~the Chief Financial Officer of the Company have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules ~~13a-14(c)~~13a-15(e) and ~~15d-14(c) under~~15d-15(e) of the ~~Securities~~ Exchange ~~Act of 1934, as amended (the “Exchange Act”))~~Act) as of the end of the period covered by this annual report (the “Evaluation Date”). Based on such evaluation, ~~such officers~~the President and Chief Executive Officer and the Chief Financial Officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective ~~in alerting them on a timely basis~~ to ~~material~~ensure that information ~~relating to the Company (including its consolidated subsidiaries)~~ required to be ~~included~~disclosed by the Company in reports that the ~~Company’s reports filed~~Company files or ~~submitted~~submits under the Exchange ~~Act.~~Act is accumulated and communicated to the Company’s management, including the President and Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure and that such information is recorded, processed, summarized and reported within the periods specified by the SEC’s rules and forms.

B.~~Changes~~Management’s Annual Report on Internal Control Over Financial Reporting.Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based principally on the framework and criteria established in Internal ~~Controls.Since~~Control Integrated Framework issued by the ~~Evaluation Date,~~Committee of Sponsoring Organizations of the Treadway Commission (COSO) as of the end of the period covered by this report. Based on that evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2008. Notwithstanding the foregoing, there ~~have not been any significant changes in~~can be no assurance that the Company’s internal ~~controls~~control over financial reporting will detect or ~~in other factors that could significantly affect such controls.~~

~~All~~uncover all failures of persons within the Company to comply with our internal procedures, as all internal control systems, ~~and disclosure controls and procedures,~~ no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to the ability to detect or uncover all failures of persons within ~~Sapiens~~the Company to disclose material information required to be set forth in ~~the Company’s~~our reports. ~~Also, projections~~

This annual report does not include an attestation report of ~~any evaluation of effectiveness to future periods are~~our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the ~~risk~~Securities and Exchange Commission that ~~controls may become inadequate because of~~permit us to provide only management’s report in this annual report.

C.Changes in Internal Control Over Financial Reporting.Based on the evaluation conducted by our President and Chief Executive Officer and our Chief Financial Officer pursuant to Rules 13a-15 and 15d-15 under the Exchange Act, we have concluded that there were no changes in ~~conditions,~~our internal control over financial reporting that occurred during the year ended December 31, 2008 that have materially affected, or ~~that the degree of compliance with the policies or procedures may deteriorate.~~are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16.

RESERVED

ITEM 16A.

AUDIT COMMITTEE FINANCIAL ~~EXPERT~~EXPERT.

Our Board of Directors has determined that Mr. Yacov Elinav meets the definition of an ~~audit~~“audit committee financial expert,” as defined ~~in Item 401 of Regulation S-K.~~under the applicable rules promulgated by the SEC. All members of ~~the~~our Audit Committee are ~~independent directors.~~“independent”, as defined under the NASDAQ Marketplace Rules.


ITEM 16B.		CODE OF ~~ETHICS~~ETHICS.

We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer and corporate controller, as well as to our directors and other employees. The Code of Ethics is publicly available on our website at www.sapiens.com. Written copies are available upon request. If we make any substantive amendments to the Code of Ethics or grant any waivers, including any implicit waiver, from a provision of ~~this code~~such Code to our ~~chief~~principal executive officer, principal financial officer or corporate controller, we will disclose the nature of such amendment or waiver on our website.


ITEM 16C.		PRINCIPAL ACCOUNTANT FEES AND ~~SERVICES~~SERVICES.

Fees Paid to Independent Auditors
The following table sets forth, for each of the years indicated, the aggregate fees billed by our independent auditors for types of services indicated:

Year ended December 31,

2004

2005

(in thousands)

Audit Fees (1)

$
158

$
149

Audit Related Fees (2)

12

13

Tax Fees (3)

106

56

Other Fees (4)

20

34

Total

$
296

$
253

(1)
Audit Fees consist of fees billed for the annual audit and the quarterly reviews of the Company’s consolidated financial statements and consist of services that would normally be provided in connection with statutory and regulatory filings or engagements, including services that generally only the independent auditors can reasonably provide.
(2)
Audit Related Fees include fees billed for assurance and related services that traditionally were only performed by the independent auditor, and include the review of documents filed with the SEC, accounting consultation and consultation concerning financial accounting and reporting standards.
(3)
Tax Fees relate to tax compliance, planning and advice.
(4)
Other Fees include services related to stock options and VAT related matters.
Policies and Procedures

Our Audit Committee has adopted ~~a policy~~policies and procedures for the ~~approval~~pre-approval of audit and non-audit services rendered by our independent auditors, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global. The ~~policy~~policies generally ~~requires~~require the Audit Committee’s ~~approval~~pre-approval of the scope of the engagement of our independent ~~auditor~~auditors or additional work performed on an individual basis. The policy prohibits retention of the independent auditors to perform the prohibited non-audit functions defined in Section 201 of the Sarbanes-Oxley Act of 2002 or the rules of the SEC, and also considers whether proposed services are compatible with the independence of the public auditors. During ~~2004~~2007 and ~~2005,~~2008, 100% of the fees for services rendered by the Company’s independent auditors were ~~approved~~pre-approved by the Audit ~~Committee.~~Committee, in accordance with these procedures.

Fees Paid to Independent Auditors

The following table sets forth, for each of the years indicated, the aggregate fees billed by our independent auditors for types of services indicated:

	Year ended December 31,
	2007		2008
	(in thousands)


Audit Fees (1)	$	132	$	144
Audit Related Fees (2)		-	$	40
Tax Fees (3)	$	57	$	28
All Other Fees (4)	$	21	$	26


Total	$	210	$	238

(1)

Audit Fees consist of fees billed for the annual audit and the quarterly reviews of the Company’s consolidated financial statements and consist of services that would normally be provided in connection with statutory and regulatory filings or engagements, including services that generally only the independent auditors can reasonably provide.

(2)	Audit Related Fees consist of fees billed for assurance and related services that traditionally were only performed by the independent auditor, and include the review of documents filed with the SEC, accounting consultation and consultation concerning financial accounting and reporting standards.

(3)	Tax Fees relate to tax compliance, planning and advice.

(4)	All Other Fees consist of services related to stock options and value added tax (VAT) related matters.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.


ITEM 16E.		PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

~~During 2005, we did not engage in the purchasing~~See Item 7, “Major Shareholders and Related Party Transactions – Major Shareholders” for purchases of our ~~own~~ Common ~~Shares.~~Shares by Formula, our controlling shareholder.

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.

Not applicable.

ITEM 16G.

CORPORATE GOVERNANCE.

We have elected to follow our home country practice in lieu of the requirements set forth in NASDAQ Marketplace Rule 5250(d)(1) which require a domestic United States company to make available to its shareholders a copy of its annual report containing its audited financial statements in one of three specific ways. Instead of distributing copies of our annual report by mail, furnishing an annual report in accordance with Rule 14a-16 under the Exchange Act or posting our annual report on our website and undertaking to provide a hard copy thereof free of charge upon request, we simply make our annual report available to shareholders via our website (http://www.sapiens.com/AnnualReports/).

5866

We have submitted to NASDAQ a written statement from our independent Netherlands Antilles counsel which certified that our practice of not making the annual report available in accordance with NASDAQ rules, but rather making it available on our website, was not prohibited by Netherlands Antilles law.

PART III


ITEM 17.		FINANCIAL ~~STATEMENTS~~STATEMENTS.

See Item 18.


ITEM 18.		FINANCIAL ~~STATEMENTS~~STATEMENTS.

The Consolidated Financial Statements and related notes required by this ~~item~~Item are contained on pages F-1 through ~~F-46~~F-40 hereof.

INDEX TO 2008 CONSOLIDATED FINANCIAL STATEMENTS


		Page



	~~Page~~

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3 –- F-4
Consolidated Statements of Operations	F-5
Statements of Changes in ~~Shareholders’~~Shareholders' Equity	F-6 –- F-8
Consolidated Statements of Cash Flow	F-9 –- F-10
Notes to the Consolidated Financial Statements	F-11 ~~– F-46~~- F-40

ITEM 19.

EXHIBITS

1.1
~~ITEM 19.~~	~~EXHIBITS~~


~~1.1~~	Articles of Association of Sapiens International Corporation N.V., as amended on March 17, 2005 –- incorporated by reference to ~~registrant’s~~Exhibit 1.1 to the Company's Annual Report on Form 20-F, filed with the SEC on June 29, 2005.

2.(b)
~~2.(b)1~~	Trust Deed between Sapiens International Corporation N.V. and Investec Trust Company (Israel) Ltd., dated December 2, 2003 –incorporated by reference to ~~registrant’s~~Exhibit 2.(b)1 to the Company’s Annual Report on Form 20-F, filed with the SEC on June 10, 2004.

4(a)1

~~4.(a)1~~

~~Amendment to Share Purchase Agreement by and between~~ Sapiens International Corporation N.V. 1992 Stock Option and ~~Formula Systems (1985) Ltd.~~Incentive Plan, as amended and restated – incorporated by reference to ~~registrant’s~~Exhibit 28.1 to the Company’s Registration Statement on Form ~~20-F,~~S-8 (No. 33-64208), filed with the SEC on June 9, 1993, and to the Company’s Registration Statement on Form S-8 (No. 333-10622), filed with the SEC on July ~~3, 2001.~~

22, 1999.

4(a)2
~~4.(a)2~~	~~Agreement among~~ Sapiens International Corporation N.V.~~, F.I.D. Holdings Ltd. and Israel Discount Bank Ltd., dated March 16, 2004~~ 2003 Share Option Plan – incorporated by reference to ~~registrant’s~~Exhibit 4(c)2 to the Company’s Annual Report on Form 20-F, filed with the SEC on June ~~10, 2004.~~ 28, 2007.

4(a)3
~~4.(a)3~~	Agreement among Sapiens International Corporation N.V., F.I.D. Holdings Ltd. and Israel Discount Bank Ltd., dated May 2, 2005 - incorporated by reference to registrant’s Form 20-F, filed on June 29, 2005.

~~4.(a)4~~	~~Share Purchase Agreement between~~ Sapiens International Corporation N.V. ~~and Formula Systems (1985) Ltd., dated June 27, 2005- incorporated~~2005 Special Incentive Share Option Plan –incorporated by reference to ~~registrant’s~~Exhibit 4(c)3 to the Company’s Annual Report on Form 20-F, filed with the SEC on June ~~29, 2005.~~ 28, 2007.

8.1

List of Subsidiaries

~~8.1~~ 10.1	~~Subsidiaries~~

~~10.1~~	Consent of Kost Forer Gabbay & Kasierer, Independent Registered Public Accounting Firm

12.1
~~12.1~~	Certification by Chief Executive Officer pursuant to ~~Section 302 of~~Rule 13a-14(a)/Rule 15d-14(a) under the ~~Sarbanes-Oxley Act of 2002~~ Exchange Act.

12.2
~~12.2~~	Certification by Chief Financial Officer pursuant to ~~Section 302 of~~Rule 13a-14(a)/Rule 15d-14(a) under the ~~Sarbanes-Oxley Act of 2002~~ Exchange Act.

13.1
~~13.1~~	Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350 as adopted pursuant to ~~section~~Section 906 of the Sarbanes-Oxley Act of 2002

13.2
~~13.2~~	Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350 as adopted pursuant to ~~section~~Section 906 of the Sarbanes-Oxley Act of 2002

5968

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

SAPIENS INTERNATIONAL CORPORATION N.V.

By: /s/ Ron Al Dor
——————————————
Ron Al Dor
President & Chief Executive Officer

Date: April 27, 2009

SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 20052008

IN U.S. DOLLARS

INDEX


		Page



	~~Page~~


Report of Independent Registered Public Accounting Firm	F - 2

Consolidated Balance Sheets	F - 3 - F - 4

Consolidated Statements of Operations	F - 5

Consolidated Statements of Changes in ~~Shareholders’~~Shareholders' Equity	F - 6 - F - 8

Consolidated Statements of Cash Flows	F - 9 - F - 10

Notes to the Consolidated Financial Statements	F - 11 - F - 4640


	n	Kost Forer Gabbay & Kasierer 3 Aminadav St. Tel-Aviv 67067, Israel	n	~~Phone:~~ Tel: 972 (3)6232525 Fax:	~~972-3-6232525~~ 972 (3)5622555 ~~972-3-5622555~~ www.ey.com/il

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Sapiens International CorporationSAPIENS INTERNATIONAL CORPORATION N.V.

We have audited the accompanying consolidated balance sheets of Sapiens International Corporation N.V. and its subsidiaries (the “Company”) as of December 31, ~~2004~~2008 and ~~2005~~2007 and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, ~~2005.~~2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Sapiens International Corporation N.V. and its subsidiaries as of December 31, ~~2004~~2008 and ~~2005~~2007 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, ~~2005,~~2008, in conformity with U.S. generally accepted accounting principles.






~~Tel-Aviv, Israel~~	/s/ Kost Forer Gabbay & Kasierer
Tel-Aviv, Israel	KOST FORER GABBAY & KASIERER
~~June 29, 2006~~ April 26, 2009	A Member of Ernst & Young Global

F - 2

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

						December 31,
	December 31,					2007		2008

	2004		2005

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	10,942	$	6,699		$	13,125	$	7,938
Marketable securities (Note 3)		11,157		5,337
Trade receivables (net of allowance for doubtful accounts of $775 and $662 as of December 31, 2004 and 2005, respectively) (Note 4)		10,028		8,339
Other receivables and prepaid expenses (Note 5)		4,013		1,620
Trade receivables (net of allowance for doubtful accounts of $ 1,460 and
$ 881 at December 31, 2007 and 2008, respectively) (Note 3)							7,549		6,860
Other receivables and prepaid expenses (Note 4)							1,881		2,565


Total current assets		36,140		21,995			22,555		17,363


PROPERTY AND EQUIPMENT, NET (Note 6)		2,382		1,716
PROPERTY AND EQUIPMENT, NET (Note 5)							1,219		1,055


OTHER ASSETS:
Capitalized software development costs, net of accumulated amortization of $29,274 and $31,075 as of December 31, 2004 and 2005, respectively (Note 7a)		12,394		12,219
Capitalized software development costs, net of accumulated amortization of					Capitalized software development costs, net of accumulated amortization of
$ 15,984 and $ 20,193 at December 31, 2007 and 2008, respectively (Note 6a)							14,957		14,391
Goodwill		8,621		8,621			8,621		8,621
Deferred income taxes (Note 13d)		3,768		3,573
Other, net (Note 7b)		5,429		3,742
Deferred income taxes (Note 12f)							2,598		2,159
Other, net (Note 6b)							2,582		1,588


Total other assets		30,212		28,155			28,758		26,759


Total assets	$	68,734	$	51,866		$	52,532	$	45,177

The accompanying notes are an integral part of the consolidated financial statements.

F - 3

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands (except share and per share data)

December 31,

2004

2005

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Short-term bank credit (Note 9a)

$
9,195

$
11,950

Current maturities of long-term liabilities and convertible debt (Note 9 and 10)

9,678

7,162

Trade payables

2,718

1,910

Deferred revenues

3,224

4,867

Other liabilities and accrued expenses (Note 8)

8,558

6,742

Total current liabilities

33,373

32,631

LONG-TERM LIABILITIES:

Convertible debt and warrants (Note 9b)

18,246

14,019

Other long-term liabilities (Note 10)

5,035

1,584

23,281

15,603

COMMITMENTS AND CONTINGENT LIABILITIES (Note 11)

SHAREHOLDERS’ EQUITY (Note 14):

Share capital:

Preferred shares: Authorized - 1,000,000 of €0.01 par value at December 31, 2004 and 2005, respectively; Issued and outstanding - None at December 31, 2004 and 2005

-

-

Common shares: Authorized - 30,000,000 of €0.01 par value at December 31, 2004 and 2005, Issued - 11,790,729 and 12,851,896 at December 31, 2004 and 2005, respectively; Outstanding: 11,748,935 and 12,810,102 at December 31, 2004 and 2005, respectively

142

155

Additional paid-in capital

108,493

110,490

Treasury shares

(2,423
)

(2,423
)
Note receivable from a related party shareholder

(975
)

(975
)
Accumulated other comprehensive loss

(2,542
)

(3,901
)
Accumulated deficit

(90,615
)

(99,714
)

Total shareholders’ equity

12,080

3,632

Total liabilities and shareholders’ equity

$
68,734

$
51,866

	December 31,
	2007			2008



LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Short-term bank credit (Note 8(a))	$	4,958		$	-
Current maturities of long-term liabilities and convertible debt (Notes 8 (b)
and 9)		4,498			5,745
Trade payables		1,088			1,500
Other liabilities and accrued expenses (Note 7)		8,375			9,716
Deferred revenues		4,203			4,908


Total current liabilities		23,122			21,869


LONG-TERM LIABILITIES:
Other long-term liabilities (Note 9)		1,132			1,565
Convertible debt (Note 8(b))		6,428			-


		7,560			1,565


COMMITMENTS AND CONTINGENT LIABILITIES (Note 10)

SHAREHOLDERS' EQUITY (Note 13):
Share capital:
Preferred shares: Authorized - 1,000,000 of(euro)0.01 par value at December 31, 2007
and 2008; Issued and outstanding: None at December 31, 2007 and 2008		-			-
Common shares: Authorized - 30,000,000 of(euro)0.01 par value at December 31, 2007
and 2008; Issued - 21,891,882 and 21,941,882 shares at December 31, 2007 and
2008, respectively; Outstanding: 21,541,088 and 21,591,088 shares at December
31, 2007 and 2008, respectively		275			276
Additional paid-in capital		132,035			132,286
Treasury shares, at cost (350,794 shares at December 31, 2007 and 2008)		(2,423	)		(2,423	)
Accumulated other comprehensive loss		(1,654	)		(1,669	)
Accumulated deficit		(106,383	)		(106,727	)


Total shareholders' equity		21,850			21,743


Total liabilities and shareholders' equity	$	52,532		$	45,177

The accompanying notes are an integral part of the consolidated financial statements.

F - 4

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands (except share and per share data)

										Year ended December 31,
	Year ended December 31,									2006			2007			2008

	2003			2004		2005

Revenues:
Products	$	32,580		$	26,781	$	13,295			$	10,423		$	5,632		$	4,137
Consulting and other services		19,738			21,023		26,109				33,888			36,763			39,397


Total revenues		52,318			47,804		39,404				44,311			42,395			43,534


Cost of revenues:									Cost of revenues:
Products		17,489			16,578		11,306				6,302			3,277			2,482
Consulting and other services		11,118			10,186		13,540				22,499			22,306			23,975
Impairment of capitalized software development costs (Note 2i)		-			901		-


Total cost of revenues		28,607			27,665		24,846				28,801			25,583			26,457


Gross profit		23,711			20,139		14,558				15,510			16,812			17,077


Operating expenses:
Research and development, net (Note 16a)		3,656			2,531		2,723
Research and development, net (Note 15a)											2,451			3,502			3,884
Selling, marketing, general and administrative		21,539			19,260		16,245				13,558			12,513			10,708
Restructuring costs (Note 1b)		-			-		1,113
Restructuring costs											758			-			-


Total operating expenses		25,195			21,791		20,081				16,767			16,015			14,592


Operating loss		1,484			1,652		5,523
Financial expenses, net (Note 16b)		958			2,410		1,788
Operating profit (loss)											(1,257	)		797			2,485

Financial expenses, net (Note 15b)											2,230			2,798			2,236
Other expenses (income), net		(244	)		552		(12	)			-			109			(32	)


Loss before taxes on income		2,198			4,614		7,299
Taxes on income (benefit) (Note 13)		(19	)		217		1,798
Income (loss) before taxes on income											(3,487	)		(2,110	)		281


		2,179			4,831		9,097
Minority interest in earnings of a subsidiary		8			11		2
Taxes on income (Note 12)											325			338			584
Minority interest in earnings of a subsidiary and other											(13	)		(96	)		(41	)


Net loss		2,187			4,842		9,099			$	(3,825	)	$	(2,544	)	$	(344	)

Settlement of redeemable shares in a subsidiary (Note 1c)		-			299		-


Net loss to shareholders of common shares	$	2,187		$	5,141	$	9,099


Basic and diluted net loss per share (Note 2s)	$	0.20		$	0.46	$	0.76			$	(0.29	)	$	(0.14	)	$	(0.02	)


Weighted-average number of shares used in computing basic and diluted net loss per share		10,693			11,273		11,982
Weighted-average number of shares used in computing basic and diluted									Weighted-average number of shares used in computing basic and diluted
net loss per share											13,395			18,218			21,550

The accompanying notes are an integral part of the consolidated financial statements.

F - 5

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN ~~SHAREHOLDERS’~~SHAREHOLDERS' EQUITY

U.S. dollars in thousands (except share and per share data)

Common
shares

Additional
paid-in
capital

Deferred
stock
compensation

Treasury
shares

Note
receivable
from a
shareholder

Accumulated
other
comprehensive
loss

Accumulated
deficit

Total
shareholders’
equity

shares

amount

Balance as of January 1, 2003

10,987,115

$
23,773

$
82,648

$
(21
)
$
(2,423
)
$
(975
)
$
(3,820
)
$
(83,287
)
$
15,895

Total comprehensive loss:

Net loss

-

-

-

-

-

-

-

(2,187
)

(2,187
)

Other comprehensive income:

Unrealized gains on available-for-sale marketable securities, net

-

-

-

-

-

-

6

-

6

Foreign currency translation adjustments

-

-

-

-

-

-

707

-

707

Other comprehensive income

713

Total Comprehensive loss

(1,474
)

Employee stock options exercised

6,820

15

12

-

-

-

-

-

27

Amortization expense on re-priced options

-

-

-

21

-

-

-

-

21

Issuance expenses related to the conversion of Series F Preferred shares and exercise of warrants

-

-

(44
)

-

-

-

-

-

(44
)
Payment in respect of acquisition adjustment of Syspart

-

-

(496
)

-

-

-

-

-

(496
)

Balance as of December 31, 2003

10,993,935

23,788

82,120

-

(2,423
)

(975
)

(3,107
)

(85,474
)

13,929

	Common shares				Additional paid-in capital		Treasury shares			Note receivable from a shareholder			Accumulated other comprehensive loss			Accumulated deficit			Total shareholders' equity
	Shares		Amount		Additional paid-in capital		Treasury shares			Note receivable from a shareholder			Accumulated other comprehensive loss			Accumulated deficit			Total shareholders' equity



Balance as of January 1, 2006		12,801,102	$	155	$	110,490	$	(2,423	)	$	(975	)	$	(3,901	)	$	(99,714	)	$	3,632

Net loss		-		-		-		-			-			-			(3,825	)		(3,825	)
Other comprehensive income:
Unrealized losses on available-for-sale
marketable securities, net		-		-		-		-			-			(22	)		-			(22	)
Foreign currency translation adjustments		-		-		-		-			-			1,106			-			1,106

Other comprehensive income																				1,084

Stock-based compensation		-		-		38		-			-			-			-			38
Shares issued		2,343,750		30		2,970		-			-			-			-			3,000


Balance as of December 31, 2006		15,144,852	$	185	$	113,498	$	(2,423	)	$	(975	)		(2,817	)	$	(103,539	)	$	3,929


Accumulated unrealized gains from available-
for-sale marketable securities													$	20
Accumulated foreign currency translation adjustments														(2,837	)


Accumulated other comprehensive loss													$	(2,817	)

The accompanying notes are an integral part of the consolidated financial statements.

F - 6

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN ~~SHAREHOLDERS’~~SHAREHOLDERS' EQUITY

U.S. dollars in thousands (except share and per share data)

Common
shares

Additional
paid-in
capital

Treasury
shares

Note
receivable
from a
shareholder

Accumulated
other
comprehensive
loss

Accumulated
deficit

Total
shareholders’
equity

shares

amount

Balance as of January 1, 2004

10,993,935

23,788

82,120

(2,423
)

(975
)

(3,107
)

(85,474
)

13,929

Total comprehensive loss:

Net loss

-

-

-

-

-

-

(4,842
)

(4,842
)

Other comprehensive income:

Unrealized losses on available-for-sale marketable securities, net

-

-

-

-

-

(99
)

-

(99
)
Foreign currency translation adjustments

-

-

-

-

-

664

-

664

Other comprehensive income

565

Total Comprehensive loss

(4,277
)

Deemed dividend in conjunction with a settlement of redeemable shares in a subsidiary

-

-

-

-

-

-

(299
)

(299
)
Employee stock options exercised

5,000

15

5

-

-

-

-

20

Shares issued in conjunction with a settlement of redeemable shares in a subsidiary

750,000

2,093

614

-

-

-

-

2,707

Change in Common shares par value

-

(25,754
)

25,754

-

-

-

-

-

Balance as of December 31, 2004

11,748,935

142

108,493

(2,423
)

(975
)

(2,542
)

(90,615
)

12,080

Accumulated unrealized losses from available- for-sale marketable securities

$
(75
)

Accumulated foreign currency translation adjustments

(2,467
)

Accumulated other comprehensive loss

$
(2,542
)

	Common shares					Additional paid-in capital			Treasury shares			Note receivable from a shareholder			Accumulated other comprehensive loss			Accumulated deficit			Total shareholders' equity
	Shares			Amount		Additional paid-in capital			Treasury shares			Note receivable from a shareholder			Accumulated other comprehensive loss			Accumulated deficit			Total shareholders' equity



Balance as of January 1, 2007		15,144,852		$	185	$	113,498		$	(2,423	)	$	(975	)	$	(2,817	)	$	(103,539	)	$	3,929

Net loss		-			-		-			-			-			-			(2,544	)		(2,544	)
Other comprehensive income:
Unrealized losses on available-for-sale
marketable securities, net		-			-		-			-			-			(20	)		-			(20	)
Foreign currency translation adjustments		-			-		-			-			-			1,183			-			1,183

Other comprehensive income		-			-		-			-			-			-			-			1,163

Cumulative impact of change in accounting for uncertainties in income taxes (FIN 48)		-			-		-			-			-			-			(300	)		(300	)
Exercise of options		29,569			*) -		69			-			-			-			-			69
Stock-based compensation		-			-		118			-			-			-			-			118
Loan settlement Red Coral		(300,000	)		*) -		(975	)		-			975			-			-			-
Shares issued, net **)		6,666,667			90		19,325			-			-			-			-			19,415


Balance as of December 31, 2007		21,541,088		$	275	$	132,035		$	(2,423	)	$	-		$	(1,654	)	$	(106,383	)	$	21,850


Accumulated foreign currency translation adjustments															$	(1,654	)

*)	Less than $1.

**)	Net of issuance expenses of $585

The accompanying notes are an integral part of the consolidated financial statements.

F - 7

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN ~~SHAREHOLDERS’~~SHAREHOLDERS' EQUITY

U.S. dollars in thousands (except share and per share data)

Common
shares

Additional
paid-in
capital

Treasury
shares

Note
receivable
from a
shareholder

Accumulated
other
comprehensive
loss

Accumulated
deficit

Total
shareholders’
equity

shares

amount

Balance as of January 1, 2005

11,748,935

142

108,493

(2,423
)

(975
)

(2,542
)

(90,615
)

12,080

Total comprehensive loss:

Net loss

-

-

-

-

-

-

(9,099
)

(9,099
)

Other comprehensive income:

Unrealized gains on available-for-sale marketable securities, net

-

-

-

-

-

117

-

117

Foreign currency translation adjustments

-

-

-

-

-

(1,476
)

-

(1,476
)

Other comprehensive income

(1,359
)

Total Comprehensive loss

(10,458
)

Stock-based compensation related to warrants issued to consultants

-

-

10

-

-

-

-

10

Employee stock options exercised

19,500

*)
-

*)
-

-

-

-

-

-

Shares issued to Formula Systems (1985) Ltd

1,041,667

13

1,987

-

-

-

-

2,000

Balance as of December 31, 2005

12,810,102

$
155

$
110,490

$
(2,423
)
$
(975
)
$
(3,901
)
$
(99,714
)
$
3,632

Accumulated unrealized gains from available- for-sale marketable securities

$
42

Accumulated foreign currency translation adjustments

(3,943
)

Accumulated other comprehensive loss

$
(3,901
)

*) less than $1 thousands

	Common shares				Additional paid-in capital		Treasury shares			Accumulated other comprehensive loss			Accumulated deficit			Total shareholders' equity
	Shares		Amount		Additional paid-in capital		Treasury shares			Accumulated other comprehensive loss			Accumulated deficit			Total shareholders' equity


Balance as of January 1, 2008		21,541,088	$	275	$	132,035	$	(2,423	)	$	(1,654	)	$	(106,383	)	$	21,850

Net loss		-		-		-		-			-			(344	)		(344	)
Foreign currency translation adjustments		-		-		-		-			(15	)		-			(15	)
Exercise of options		50,000		1		86		-			-			-			87
Stock-based compensation		-		-		165		-			-			-			165


Balance as of December 31, 2008		21,591,088	$	276	$	132,286	$	(2,423	)	$	(1,669	)	$	(106,727	)	$	21,743


Accumulated foreign currency translation adjustments										$	(1,669	)

The accompanying notes are an integral part of the consolidated financial statements.

F - 8

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

Year ended December 31,

2003

2004

2005

Cash flows from operating activities:

Net loss

$
(2,187
)
$
(4,842
)
$
(9,099
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

3,866

4,250

5,226

Revaluation of Warrants (Series 1)

-

(266
)

(79
)
Amortization of convertible debt issuance expenses

15

247

42

Amortization of convertible debt discount

-

348

338

Impairment of capitalized software development costs

-

901

-

Loss (gain) on disposal of property and equipment

(15
)

64

(1
)
Amortization expense on re-priced options

21

-

-

Stock-based compensation related to warrants issued to consultants

-

-

10

Decrease (increase) in trade receivables

2,415

(412
)

885

Decrease in other receivables and prepaid expenses

552

1,427

2,420

Decrease in deferred income taxes, net

110

-

814

Decrease in trade payables

(185
)

(20
)

(583
)
Increase (decrease) in deferred revenues

(829
)

(257
)

1,965

Decrease in other liabilities and accrued expenses

(3,826
)

(4,568
)

(1,710
)
Accrued interest on redeemable shares in a subsidiary

320

64

-

Loss on marketable securities and bonds

77

67

71

Gain on payment of convertible subordinated notes

(61
)

-

-

Minority interests in earnings of a subsidiary

8

11

2

Net cash provided by (used in) operating activities

$
281

$
(2,986
)
$
301

Cash flows from investing activities:

Purchase of property and equipment

$
(750
)
$
(442
)
$
(366
)
Increase in capitalized software development costs

(4,539
)

(4,750
)

(4,323
)
Purchase of marketable securities and short-term deposits

(3,000
)

(13,622
)

(4,683
)
Proceeds from sales of marketable securities and short-term deposits

3,541

3,353

10,318

Proceeds from sale of property and equipment

39

5

14

Payment for acquisition of Syspart

(496
)

-

-

Other investment

-

(75
)

(17
)

Net cash provided by (used in) investing activities

$
(5,205
)
$
(15,531
)
$
943

	Year ended December 31,
	2006			2007			2008



Cash flows from operating activities:

Net loss	$	(3,825	)	$	(2,544	)	$	(344	)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization		5,807			4,037			5,122
Re-evaluation of warrants (series 1)		(46	)		(71	)		-
Amortization of convertible debt issuance expenses		230			228			268
Amortization of convertible debt discount and changes in embedded
derivative		220			1,653			699
Loss on repurchase of convertible debt		-			109			314
Gain on disposal of property and equipment		(75	)		-			(32	)
Stock-based compensation		38			118			165
Loss (gain) on marketable securities and bonds		(20	)		(29	)		-
Minority interests in earnings of a subsidiary and other		13			96			41
Decrease (increase) in trade receivables		(2,154	)		4,090			(127	)
Decrease (increase) in other receivables and prepaid expenses		664			259			(817	)
Decrease in deferred income taxes and reserves		160			103			330
Increase (decrease) in trade payables		(41	)		(1,038	)		382
Increase (decrease) in deferred revenues		(1,900	)		493			1,235
Increase (decrease) in other liabilities and accrued expenses		76			(385	)		2,533


Net cash provided by (used in) operating activities		(853	)		7,119			9,769


Cash flows from investing activities:

Purchase of property and equipment		(276	)		(190	)		(768	)
Increase in capitalized software development costs		(4,699	)		(3,169	)		(3,496	)
Purchase of marketable securities and short-term deposits		(16	)		-			(23	)
Proceeds from sales of marketable securities and short-term deposits		5,319			41			-
Proceeds from sale of property and equipment		2			-			429
Investment in equity method investee		(168	)		-			-


Net cash provided by (used in) investing activities		162			(3,318	)		(3,858	)

The accompanying notes are an integral part of the consolidated financial statements.

F - 9

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

											Year ended December 31,
	Year ended December 31,										2006			2007			2008

	2003			2004			2005

Cash flows from financing activities:
Increase (decrease) in short-term bank credit, net	$	2,501		$	(241	)	$	2,822
Conversion of Series “F” Preferred shares and exercise of warrants (issuance expenses)		(44	)		-			-

Decrease in short-term bank credit, net												(2,962	)		(4,610	)		(5,033	)
Proceeds from employee stock options exercised		27			20			-				-			69			87
Proceeds from issuance of convertible debt, net		16,193			-			-
Proceeds from issuance of common shares		-			-			2,000
Proceeds from issuance of Options (Series A), net		17			-			-
Proceeds from issuance of Warrants (Series 1), net		462			-			-
Proceed from Options (Series A) exercise		-			1,492			-
Payment of convertible subordinated notes		(4,144	)		-			-
Proceeds from issuance of Common shares, net												2,000			19,415			-
Principal payments and repurchase of convertible debt												(2,411	)		(7,818	)		(5,495	)
Principal payments of long-term loans		(279	)		(4,742	)		(9,678	)			-			(1,000	)		(487	)
Proceeds from long-term bank loans		1,000			567			-
Convertible debt issuance expenses		(1,496	)		(32	)		-


Net cash provided by (used in) financing activities		14,237			(2,936	)		(4,856	)			(3,373	)		6,056			(10,928	)


Effect of exchange rate changes on cash and cash equivalents		461			620			(631	)			473			160			(170	)


Increase (decrease) in cash and cash equivalents		9,774			(20,833	)		(4,243	)			(3,591	)		10,017			(5,187	)
Cash and cash equivalents at the beginning of year		22,001			31,775			10,942				6,699			3,108			13,125


Cash and cash equivalents at the end of year	$	31,775		$	10,942		$	6,699			$	3,108		$	13,125		$	7,938


Supplemental cash flow activities:

Cash paid during the year for:										Cash paid during the year for:

Interest	$	704		$	2,917		$	2,281			$	2,132		$	1,992		$	741


Income taxes	$	214		$	176		$	144			$	221		$	120		$	159


Non-cash investing and financing activities:

Purchase of technology usage rights (Note 10)	$	-		$	1,695		$	-
Conversion of loan to shares											$	1,000		$	-		$	-


Settlement of redeemable shares in a subsidiary (Note 1c)	$	-		$	11,569		$	-

The accompanying notes are an integral part of the consolidated financial statements.

F - 10

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In U.S. dollars in thousands


NOTE 1:		GENERAL

General:

	a.	~~General:~~

		~~The Company~~Sapiens International Corporation N.V. (the “Company”), a member of the Formula Group, is a global provider of information technology (“IT”) solutions that modernize business processes to enable insurance and other leading companies to quickly adapt to change. The Company’s solutions, sold as customizable software modules, align IT with business demands for speed, flexibility and efficiency. The Company’s solutions are supplemented by the Company’s technology, methodology and consulting services, which address the complex issues related to the life-cycle of enterprise business applications. The Company’s Sapiens INSIGHT™ suite of solutions ~~include~~includes scalable insurance applications that the Company has developed for leading insurance organizations. The Company’s service offerings include a standard consulting offering that helps customers make better use of IT in order to achieve its business objectives.


		The Company’s core technology, Sapiens eMerge™, is a rules-based application development suite which enables rapid solution development for complex mission-critical enterprises to deliver new functionality, achieve legacy modernization and enterprise application integration.


		Revenues from a major customer accounted for ~~19%~~17%, 20% and ~~16%~~26% of total ~~revenue in~~revenues for the years ended December 31, ~~2003~~2006, 2007 and ~~2004,~~2008, respectively. ~~In the year ended December 31, 2005 revenues from two major customers accounted for 22% of total revenue, 11% for each.~~

		~~The Company obtained a new line of credit and signed a term sheet with its major shareholder for an investment of $2.0 million (see Note 17c).~~

	b.	~~Restructuring costs:~~

		In 2005, the Company recorded restructuring charges of approximately $1.1 million, all of which was paid in 2005. The restructuring costs consisted of employee termination benefits associated with the involuntary termination of approximately 40 employees, accounted for in accordance with statement of financial accounting standard No. 146, “Accounting with Exit Disposal Activities”.

		~~See Note 17a, Subsequent Events, for an additional restructuring plan approved by the board of directors on February 20, 2006.~~

	c.	~~Investment in eZoneXchange:~~

		In April 2000, the Company completed a private placement of 600,000 shares of Common stock (“investors’ shares”) in its wholly-owned subsidiary, eZoneXchange.com, Inc. (“eZoneXchange”), for $15 million. The investors also received a warrant to purchase an additional 2.25% of the Common stock of eZoneXchange at the same private placement share price of $25 per share. As part of the transaction, the Company entered into a Put/Call Agreement pursuant to which the investors were granted the right (exercisable in whole or in part) to cause the Company during the put option exercise period (May 4, 2004 through May 3, 2005) to repurchase the investors’ shares at the principal amount of the investors’ investment plus 5% annual interest accrued thereon from May 4, 2000.

~~F - 11~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~


~~NOTE 1:~~ b.	~~GENERAL (Cont.)~~ Debentures:



		~~The Put/Call Agreement provided that 50%~~Subsequent to balance sheet date, in January 2009, the Company re-purchased an aggregate amount of NIS 1,600 ($400 as of January 20, 2009) of the ~~consideration~~outstanding debentures that were retired and removed from the investors’ shares would be paid in cash and 50% in the Company’s Common shares to be valued according to the average closing market price of the Company’s Common share over the 14-day trading period preceding the date of issuance of the put consideration. The agreement also included a call option which granted the Company the option to purchase the investors’ shares at a price of $30 in the first two years after the investment date, $37.5 in the third year, and $45 in the fourth year. The purchase price would be multiplied by the percentage of shares purchased. The exercise period would last until the earlier of the fifth anniversary of the investment date, an acquisition of, or an IPO by eZoneXchange.

		During February 2001, the Company decided to close the operations of eZoneXchange, and repurchased 173,100 of the investors’ shares with a cash repayment of $4.5 million for principal and interest, according to an amendment to the Put/Call Agreement. As a result, the amount of the principal portion of the redeemable shares in a subsidiary to be repaid in cash was decreased by $4.2 million, net of expenses. In addition, in accordance with the amendment, if the market price of the Company’s Common share reaches $10 per share, the investors will have the right to put 192,333 shares of its eZoneXchange stocks in return for the Company’s 363,776 Common shares at a price of $13.75 per share. No interest is accrued for the amended portion of the investment. The remaining portion of the investment to be repaid in shares (approximately $2.5 million) would continue to be subject to the original terms of the Put/Call Agreement. The amendment terminated the Company’s call option.

		~~As of March 16, 2004, the balance of the Redeemable Shares in a Subsidiary totaled approximately $11.6 million, including interest accrued through that date.~~

		On March 16, 2004, the Company and the investors signed an agreement according to which, among other terms specified in the agreement, the Company would redeem the remaining eZoneXchange common shares and eZoneXchange warrants held by the investors by three means:

		1.	~~Issuance of shares: Sapiens issued to the investors an aggregate of 750,000 of the Company’s Common shares on March 26, 2004.~~

			The investors were granted a right to demand the registration of the Common shares issued such right to be effective no earlier than March 31, 2005. As of the date of these financial statements, the investors did not exercise their demand right to register the Common shares issued.

			~~The Common shares issued were valued at approximately $2.7 million, based~~circulation on the ~~Company’s stock market price on the date of issuance (March 26, 2004)~~Tel-Aviv Stock Exchange (“TASE”).

~~F - 12~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~


NOTE 1:2:		~~GENERAL (Cont.)~~SIGNIFICANT ACCOUNTING POLICIES


	2.	Loan payable: the Company agreed to pay an amount of $8.6 million to the investors, bearing annual interest of 7.5% compounded annually on the outstanding principal from January 1, 2004, to be paid semi-annually, with principal payments of $4.6 million by no later than May 1, 2004, and $4.0 million by no later than May 1, 2005. The May 1, 2004 payment was made by the Company during May 2004. See below for change in terms of payments of the remaining balance.

		~~The 7.5% interest rate was considered as market interest rate for debt with similar risk, and accordingly, the fair value of the loan payable was determined to be its carrying value.~~

	3.	Warrants: the Company issued to the investors warrants to purchase 350,000 Common shares at an exercise price of $4.00 per Common share of the Company, exercisable at any time and from time to time during the period from issuance to December 31, 2007.

		The warrants were valued at $560,000 using the Black-Scholes option pricing model with the following assumptions: exercise price $4.00, fair value of the underlying shares of $3.65, interest rate 2.5%, dividend yield 0%, and volatility of 60%.

The difference between the fair value of the three components, equal to $11,868,000, and the carrying amount of the liability before the modification of $11,569,000, in the amount of $299,000, was recorded as a Settlement of Redeemable Shares in a Subsidiary deemed dividend in the 2004 consolidated statements of operations.

Pursuant to an evaluation of the terms of the agreement under the provisions of EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and potentially settled in, a Company’s Own Stock”, the Company has classified all the above derivative financial instruments issued in connection with the private placement as liabilities.

On May 29, 2005, the Company entered into an agreement with the investors regarding the payment of the remaining $4.0 million originally due on May 1, 2005. It was agreed that the Company would pay $2.0 million on May 1, 2005, $1.0 million on April 1, 2006 and $1.0 million on August 1, 2006. The investors may, at their sole discretion, convert all or any portion of the $1.0 million payable on August 1, 2006 into the Company’s Common shares, at a conversion price per each share of $3.20. In addition, the interest due on the remaining amount was changed to Libor + 2.5%(6.5% as of December 31, 2005). The first installment of $2.0 million was paid as required at the beginning of May 2005. See note 17c, Subsequent Events, for a term sheet signed with the investors in June 2006, regarding 2006 payments.

The modification of the loan terms was accounted for as debt extinguishment due to the addition of a conversion option to the debt instrument which was considered substantial. The difference between the fair value of the amended loan and the book value of old loan was immaterial.

~~F - 13~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~


~~NOTE 2:~~	~~SIGNIFICANT ACCOUNTING POLICIES~~


	The consolidated financial statements have been prepared in accordance with ~~U.S.~~accounting principles generally accepted ~~accounting principles (“~~in United States ("U.S. ~~GAAP”~~GAAP").

	a.
	a.	Use of estimates:


		U.S. GAAP requires management to make certain estimates, judgments and assumptions. Management believes that the estimates, judgments and assumptions upon which it relies, are reasonable based upon information available at the time that these estimates, judgments and assumptions were ~~made. To~~made to the extent that there are material differences between these estimates and actual results, the financial statements may be affected.

	b.
	b.	Financial statements in U.S. dollars:


		A substantial portion of the financing of the Company’s activities is made in U.S. dollars (“dollar”). In addition, a substantial portion of the Company’s and certain of its subsidiaries’ costs isare incurred in dollars. A majority of the revenues of the Company and certain of its subsidiaries is generated in dollars. The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and those subsidiaries operate.

		Thus, the functional and reporting currency of the Company and these subsidiaries is the dollar.

F - 11

SAPIENS INTERNATIONAL CORPORATION N.V. AND ITS SUBSIDIARIES
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Statement of the Financial Accounting Standard Board No. 52, “Foreign Currency Translation” (“SFAS No. 52”). All transaction gains and losses of the re-measurement of monetary balance sheet items are reflected in the consolidated statements of operations as financial ~~income or~~ expenses, ~~as appropriate.~~

net.


		The financial statements of foreign subsidiaries, whose functional currency is not the dollar, have been translated into dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statements of operations amounts have been translated using the average exchange rate for the period. The resulting translation adjustments are reported as accumulated other comprehensive income (loss), in shareholders’ equity.


		Foreign currency translation differences included in financial expenses (income), net, amounted to approximately ~~$(238,000), $(159,000)~~$96, $663 and ~~$(139,000)~~$336 for the years ended December 31, ~~2003, 2004~~2006, 2007 and ~~2005,~~2008, respectively. See Note 15b for finance expenses.

	c.
	c.	Principles of consolidation:


		The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. ~~Intercompany~~All intercompany balances and transactions have been eliminated upon consolidation.

~~F - 14~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~


~~NOTE 2:~~ d.	~~SIGNIFICANT ACCOUNTING POLICIES (Cont.)~~ Cash equivalents:


	d.	~~Cash equivalents:~~

		Cash equivalents are short-term highly liquid investments that are readily convertible to cash, with maturities of three months or less at the date of acquisition.

Allowance for doubtful accounts:

	e.	~~Short-term bank deposits:~~

		~~Bank deposits with maturities~~The allowance is determined based on management’s evaluation of ~~more than three months but less than one year are included in short-term bank deposits. Such bank deposits are stated at cost.~~

	f.	~~Marketable securities:~~

		~~Management determines the proper classification~~receivables doubtful of investments in marketable debt at the time of purchase and reevaluates such designations as of each balance sheet date. All securities covered by Statement of Financial Accounting Standard No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS No. 115”), were designated as available-for-sale. Accordingly, these securities are stated at fair value, with unrealized gains and losses reported in a separate component of shareholders’ equity, accumulated other comprehensive loss. Realized gains and losses on sales of investments, as determinedcollection on a specific ~~identification basis, are included in the consolidated statement of operations as financial expenses, net.~~ basis.

	f.
	g.	Property and equipment, net:


		Property and equipment are stated at cost, net of accumulated depreciation using the straight-line method over the estimated useful lives of the assets as follows:






Equipment and furniture		4 - 15 years
Computer equipment and software		3 years
Motor vehicles		~~3 -~~ 7 years
Leasehold improvements		Over the shorter of the term of the lease
	or the estimated useful life of the asset

F - 12

SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Impairment of long-lived assets:


		The Company’s long-lived assets and certain identifiable intangibles are reviewed for impairment in accordance with Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During ~~2003, 2004~~2006, 2007 and ~~2005,~~2008, no impairment losses have been identified.

~~F - 15~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~


~~NOTE 2:~~ h.	~~SIGNIFICANT ACCOUNTING POLICIES (Cont.)~~ Capitalized software development costs:


	i.	~~Capitalized software development costs:~~

		Research and development costs incurred in the process of developing new products or product improvements, are charged to expense as ~~incurred, net of participation by the Office of the Chief Scientist in Israeli’s Ministry of Industry and Trade (“the OCS”).~~ incurred.


		Statement of Financial Accounting Standard No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed” (“SFAS No. 86”), requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on the Company’s product development process, technological feasibility is generally established upon completion of a detailed program design.


		Significant costs incurred by the Company and its subsidiaries between the establishment of technological feasibility and the point at which the product is ready for general release, have been capitalized, net of participation by the OCS.

The changes in capitalized software development costs during the year ended December 31, 2008 were as follows:

	Capitalized Software costs




Balance as of December 31, 2007	$	14,957
Capitalized software development costs		3,496
Amortization of software development costs		(4,224	)
Effect of exchange rate differences		162


Balance as of December 31, 2008	$	14,391


		As for finance ~~expenses~~expense capitalization, see ~~note 16b.~~ Note 6a.


		Capitalized software costs are amortized by the greater of the amount computed using: (i) the ratio that current gross revenues from sales of the software bear to the total of current and anticipated future gross revenues from sales of that software, or (ii) the straight-line method ~~over~~between three to five years, which is the estimated useful life of the respective software product. The Company assesses the recoverability of this intangible asset on ~~a regular~~an annual basis by determining whether the amortization of the asset over its remaining life can be recovered through undiscounted future operating cash flows from the specific software product sold.

F - 13

SAPIENS INTERNATIONAL CORPORATION N.V. AND ITS SUBSIDIARIES
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:

~~As of~~SIGNIFICANT ACCOUNTING POLICIES (Cont.)

For the years ended December 31, ~~2004, the unamortized capitalized costs exceeded the net realizable value of this intangible asset by the amount of $901,000~~2006, 2007 and ~~therefore the Company included an~~2008, no impairment of capitalized software development costs ~~in the amount of $901,000 which is presented in cost of revenue.~~

exists.

Goodwill:

		~~As of December 31, 2005, based on its most recent analyses, management believes that no additional impairment of capitalized software development costs exists.~~

	j.	~~Goodwill:~~

		Goodwill represents excess of the costs over the net assets of businesses acquired. Under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”) goodwill acquired in a business combination should not be amortized. SFAS No. 142 requires goodwill to be tested for impairment at least annually or between annual tests in certain circumstances, and written down when impaired, rather than being amortized as previous accounting standards required. Goodwill is allocated to one reporting unit and fair values are determined using market capitalization.

		Through ~~2005,~~2008, no impairment losses were identified.

~~F - 16~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~


~~NOTE 2:~~ j.	~~SIGNIFICANT ACCOUNTING POLICIES (Cont.)~~ Intangible assets:


	k.	~~Intangible assets:~~

		Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method as follows:






Prepaid royalties		15 years
~~Prepaid royalties~~	~~15 years~~
~~Distribution rights~~	~~7 years~~
Technology, usage rights and other intangible assets	4-8 years


		During ~~2003, 2004~~2006, 2007 and ~~2005,~~2008, no impairment losses have been identified.

As of December 31, 2008 all the intangible assets were fully amortized. See note 6b.


k.	l.	Revenue recognition:


		Product revenues include software license sales and may also include implementation and customization services ~~(which include~~with respect to such software license sales. In addition, the ~~sale~~Company also provides consulting services that are not deemed essential to the functionality of ~~software technology and services).~~ the license, as well as outsourcing IT services.


		The Company recognizes revenue from software license sales in accordance with Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” and SOP 98-9, “Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions.” Under SOP 97-2, revenues from software product licenses are recognized upon delivery of the software provided there is persuasive evidence of an agreement, the fee is fixed or determinable, ~~and~~ collection of the related receivable is probable and no further obligations exist. Revenues under multiple-element arrangements, which may include software licenses, support and maintenance, and training and consulting services, are allocated to each element ~~based on their respective fair values based on vendor-specific objective evidence. This objective evidence represents~~under the ~~price~~“residual method” when Vendor Specific Objective Evidence (“VSOE”) of ~~products and services when sold separately. When vendor-specific objective evidence of fair value~~Fair Value exists for all undelivered elements ~~but~~and VSOE does not exist for all of the delivered elements. VSOE is determined for support and maintenance, training and consulting services based on the price charged when the respective elements are sold separately or renewed. The Company charges support and maintenance renewals at a fixed percentage of athe total price of the licensed software ~~arrangement,~~products purchased by the ~~Company uses the residual method for recognition of revenues, when all other revenue recognition criteria are met.~~customer. Under the residual method, the Company defers revenues related to the undelivered elements based on their ~~vendor-specific objective evidence~~VSOE of fair value and recognizes the remaining arrangement fee for the delivered elements.

F - 14

SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

When ~~vendor-specific objective evidence~~VSOE of fair value for undelivered elements does not exist, revenues from the entire arrangement are recognized over the term of the agreement.


		Revenues from support and maintenance agreements are recognized ratably over the term of the agreement, which is typically one year. Revenues from training arrangements are recognized as the services are performed.


		The Company generally does not grant a right of return to its customers. When a right of return exists, revenue is deferred until the right of return expires, at which time revenue is recognized provided that all other revenue recognition criteria are met.


		Amounts collected prior to satisfying the above revenue recognition criteria are reflected as deferred revenue. Deferred revenue represents deferred maintenance revenue, and to a lesser extent, deferred software license revenues.

~~F - 17~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~


~~NOTE 2:~~	~~SIGNIFICANT ACCOUNTING POLICIES (Cont.)~~


		Under certain circumstances, license revenue consists of license fees received whereby under the terms of these license agreements the Company’s software is modified to that customer’s specific requirements. Each license is designed to meet the specific requirements of the particular customer. Fees are payable upon completion of agreed-upon milestones, such as delivery of specifications and technical documentation. ~~Each license is designed to meet the specific requirements of the particular customer.~~


		Revenues from license fees that involve implementation and customization of the Company’s software to customer specific requirements are generated from fixed-price or time-and-materials contracts. Such revenues generated from fixed-price contracts are recognized in accordance with Statement of Position 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts”. Fixed-price contracts revenues are recognized using contract accounting on a percentage-of-completion method, over the period from signing of the license through to customer acceptance, in accordance with the “Input Method” or “Output Method”. The amounts of revenues recognized are based on the total license fees under the license agreement and the percentage to completion achieved. According to the “Input Method”, the percentage to completion is measured by monitoring progress using records of actual time incurred to date in the project compared to the total estimated project requirement, which corresponds to the costs related to earned revenues. According to the “Output Method”, the percentage to completion is determined by using ~~engineering measurement~~technological or time-based milestones methods. The Company uses the “Input Method” when it has an enforceable right to services performed between milestones during the project.

The Company believes that the use of the percentage of completion method is appropriate as the Company has the ability to make reasonably dependable estimates of the extent of progress towards completion, contract revenues and contract costs. In addition, contracts executed include provisions that clearly specify the enforceable rights regarding services to be provided and received by the parties to the contracts, the consideration to be exchanged and the manner and the terms of settlement, including in cases of termination for convenience. In all cases, the Company expects to perform its contractual obligations and its customers are expected to satisfy their obligations under the contract.

F - 15

SAPIENS INTERNATIONAL CORPORATION N.V. AND ITS SUBSIDIARIES
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Estimates of total project requirements are based on prior experience of customization, delivery and acceptance of the same or similar technology, and are reviewed and updated regularly by management. After delivery, if uncertainty exists about customer acceptance of the software, license revenue is not recognized until acceptance. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are first determined, in the amount of the estimated loss on the entire contract. As of December 31, ~~2005,~~2008, no ~~significant~~ estimated losses were identified. Under time-and-materials contracts, the Company is reimbursed for labor hours at ~~negotiated~~fixed hourly billing ~~rates.~~

rates, and recognizes revenues as the services are provided.


		Estimated gross profit or loss from long-term contracts may change due to changes in estimates resulting from differences between actual performance and original forecasts. Such changes in estimated gross profit are recorded in results of operations when they are reasonably determinable by management, on a cumulative catch-up basis.

Consulting services that are not deemed essential to the functionality of the license provided on a “time and materials” basis are recognized as services are performed.


		~~The Company believes~~IT outsourcing services that mainly include maintenance of customers’ applications integrated on the Company’s license performed on a fixed fee basis are recognized on a straight line basis over the contractual period that the ~~use~~services are rendered, since no other pattern of outputs is discernible. Revenues from IT outsourcing services that are performed on a “time and materials” basis are recognized as services are performed.

Equity method investments

	The Company’s investments in a company (generally, that is held to the ~~percentage~~extent of ~~completion method is appropriate as the Company~~20% or more) which it has the ability to ~~make reasonably dependable estimates of the extent of progress towards completion, contract revenues~~exercise significant influence over operating and contract costs. In addition, contracts executed include provisions that clearly specify the enforceable rights regarding services to be provided and received by the parties to the contracts, the consideration to be exchanged and the manner and the terms of settlement, including in cases of terminationsfinancial policies are accounted for ~~convenience. In all cases, the Company expects to perform its contractual obligations and its customers are expected to satisfy their obligations~~ under the ~~contract.~~

		Consulting and other services revenues also include training and post-contract maintenance services. Revenues from consulting and training services are recognized ratably over the contractual period or as services are performed.

~~F - 18~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~

equity method.


~~NOTE 2:~~ m.	~~SIGNIFICANT ACCOUNTING POLICIES (Cont.)~~ Advertising expenses:


		~~Deferred revenues include amounts received from customers for which revenues have not yet been recognized.~~

	m.	~~Advertising expenses:~~

		Advertising expenses are charged to the statement of operations as incurred.

	n.
	n.	Government grants:


		Royalty-bearing grants from the Government of Israel for the funding of research and development projects are recognized at the time the Company is entitled to such grants on the basis of the related costs incurred, and are recorded as a reduction of research and development costs, or as a reduction of capitalized software development costs.

	o.
	o.	Income taxes:


		The Company and its subsidiaries account for income taxes in accordance with Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” (“SFAS ~~No.~~ 109”). This Statement prescribes the use of the asset and liability method, whereby deferred tax assets and liability account balances are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and its subsidiaries provide a valuation allowance, if ~~it is more likely than some potion on~~necessary, to reduce deferred tax assets to their estimated realizable value.

F - 16

SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

On January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes- an interpretation of FASB statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainties in income taxes by establishing minimum standards for the recognition and measurement of tax positions taken or expected to be taken in a tax return. Under the requirements of FIN 48, the Company must review all of its tax positions and make a determination as to whether its position is more-likely-than-not to be sustained upon examination by regulatory authorities. If a tax position meets the ~~deferred~~more-likely-than-not standard, then the related tax ~~asset will not~~benefit is measured based on a cumulative probability analysis of the amount that is more-likely-than-not to be ~~realized.~~

realized upon ultimate settlement or disposition of the underlying issue. As of December 31, 2008 the provision in respect of FIN 48 was $160. See note 12e.

	p.
	p.	Concentrations of credit risk:


		Financial instruments that potentially subject the Company and certain of its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents, ~~marketable securities~~ and trade receivables.

The Company’s cash and cash equivalents are invested in deposits with major international financial institutions. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. ~~Management believes that the financial institutions that hold the Company’s investments are financially sound~~Generally, these deposits may be redeemed upon demand and, ~~accordingly,~~therefore, bear minimal ~~credit risk exists with respect to these investments.~~

risk.


		The Company’s trade receivables are generally derived from sales to large and solid organizations located mainly in Europe, North America and Israel. The Company performs ongoing credit evaluations of its customers and has established an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers and other information. In certain circumstances, the Company may require letters of credit, other collateral or additional guarantees. ~~From time to time,~~

No off-balance sheet concentrations of credit risk exist.

Fair value of financial instruments:

Effective January 1, 2008, the Company ~~sells certain~~adopted SFAS 157, “Fair Value Measurements”and, effective October 10, 2008, adopted FSP No. SFAS 157-3, “Determining the Fair Value of ~~its accounts receivable to financial institutions, within~~a Financial Asset When the ~~normal course of business. Where receivables are sold without recourse~~Market for That Asset Is Not Active”, except as it applies to the ~~Company,~~nonfinancial assets and nonfinancial liabilities subject to FSP 157-2. SFAS 157 clarifies that fair value is an exit price, representing the ~~relevant receivable is de-recognized and cash recorded. Where receivables are sold with full~~amount that would be received to sell an asset or ~~partial recourse~~paid to ~~the Company, the receivable is not de-recognized and~~transfer a liability ~~reflecting~~in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, SFAS 157 establishes a three-tier value hierarchy, which prioritizes the ~~obligation to~~inputs used in the ~~financial institution is recorded within financial debts until the Company’s liability is discharged through the financial institution receiving payment from the customer.~~

valuation methodologies in measuring fair value:

F - 1917

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In U.S. dollars in thousands


NOTE 2:		SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Level 1

–

Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2

~~The Company’s marketable securities include investments~~–

Include other inputs that are directly or indirectly observable in ~~debentures of U.S. corporations, non U.S. corporations and foreign government debentures. Management believes that these corporations~~the marketplace.

Level 3

–

Unobservable inputs which are ~~financially sound, and accordingly, minimal credit risk exists with respect to these marketable securities.~~

supported by little or no market activity.


	q.	~~Fair value of financial instruments:~~

		The estimated fair value of financial instruments has been determined by the Company using available market information and valuation methodologies. Considerable judgment is required in estimating fair values. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange. The carrying amounts of cash and cash equivalents, trade accounts receivable, short-term bank credit and trade accounts payable approximate their fair values due to the short-term maturity of such instruments. The fair value ~~for marketable securities is based on quoted market prices~~hierarchy also requires an entity to maximize the use of observable inputs and ~~do not significantly differ from a carrying amount.~~

		~~The carrying amounts~~minimize the use of ~~the Company’s long-term borrowing arrangements approximate their~~unobservable inputs when measuring fair value. ~~Fair values were estimated using discounted cash flow analyses, based on prevailing market borrowing rates.~~

	r.
		The fair value of the convertible debentures with a carrying value in the amount of $18,366,000 as of December 31, 2005 according to the quoted price in the TASE is $14,546,000. The fair value of the traded warrants does not significantly differ from their carrying amount.

	r.	~~Derivative~~Derivatives and hedging:


		~~The Company accounts for derivatives and hedging based on~~ Financial Accounting ~~Standards~~Standard Board Statement No. 133 “Accounting for Derivative Instruments and Hedging ~~Activities~~”~~as amended~~Activities” (“SFAS No. 133”)~~. SFAS 133~~, as amended, requires ~~companies~~the Company to recognize all ~~of its derivative instruments~~derivatives on the balance sheet at fair value. ~~The accounting for~~Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of ~~a derivative instrument depends on whether it has been designated and qualifies as part~~derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a ~~hedging relationship and~~derivative’s change in fair value is immediately recognized in earnings. The Company uses derivatives to hedge certain cash flow foreign currency exposures in order to further onreduce the ~~type of hedging relationship.~~ Company’s exposure to foreign currency risks.


		The Company enters into ~~forward exchange~~put option contracts to hedge certain transactions denominated in foreign currencies. The purpose of the Company’s foreign currency hedging activities is to protect the Company from risk that the eventual dollar cash flows from international activities will be adversely affected by changes in the exchange rates. The Company’s ~~forward~~put option contracts did not qualify as hedging instruments under SFAS ~~No.~~ 133.


		Changes in the fair value of ~~forward~~put option contracts are reflected in the consolidated statements of operations as financial income or expense.

~~F - 20~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~


~~NOTE 2:~~	~~SIGNIFICANT ACCOUNTING POLICIES (Cont.)~~


		In ~~2003, 2004~~2006, 2007 and ~~2005,~~2008, the Company entered into ~~forward currency agreements~~put option contracts in the ~~amounts~~amount of ~~$2.5 million, $1.5 million~~$1,500, $2,500 and ~~$1.5 million,~~$10,800 respectively that ~~effectively convert~~converted a portion of its floating currency liabilities to a fixed rate basis for a 3six month period thus reducing the impact of the currency changes on the Company’s cash flow. The agreements were settled in ~~2004, 2005~~2006, 2007 and ~~2006, respectively,~~2008, resulting in a total gain of ~~$52,000, $67,000~~$20, $158 and ~~$19,500,~~$106, respectively, presented in the statements of operations as financial income.

	s.
	s.	Basic and diluted net loss per share:


		Basic net loss per share is computed based on the weighted average number of Common shares outstanding during each year. Diluted net ~~earnings~~loss per share is computed based on the weighted average number of Common shares outstanding during each year, plus dilutive potential Common shares considered outstanding during the year, in accordance with Statement of Financial Accounting Standard No. 128, “Earnings Per Share” ~~(“SFAS No. 128”)~~.


		In ~~2003, 2004~~2006, 2007 and ~~2005,~~2008, all outstanding stock options, ~~convertible subordinate notes,~~ convertible debt and warrants have been excluded from the calculation of the diluted net loss per Common share because all such securities were anti-dilutive for the ~~period~~periods presented. The total weighted average number of shares related to the outstanding stock options, convertible subordinate notes, convertible debt and warrants excluded from the calculations of diluted net loss per share was 1,175,862, 103,409 and 69,207 for the years ended December 31, 2003, 2004 and 2005, respectively.

	t.	~~Stock-based compensation:~~

		The Company has elected to follow Accounting Principles Board Statement (“APB”) No. 25, “Accounting for Stock Options Issued to Employees” (“APB No. 25”) and FASB Interpretation No. 44, “Accounting for Certain Transactions Involving Stock Compensation” (“FIN 44”) in accounting for its employee stock option plans. Under APB No. 25, when the exercise price of an employee stock option is equivalent to or above the market price of the underlying stock on the date of grant, no compensation expense is recognized.

		The Company adopted the disclosure provisions of Financial Accounting Standards Board Statement No. 148, “Accounting for Stock-Based Compensation - transition and disclosure” (“SFAS No. 148”), which amended certain provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”) to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation, effective as of the beginning of the fiscal year. The Company continues to apply the provisions of APB No. 25, in accounting for stock-based compensation.

F - 2118

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In U.S. dollars in thousands


NOTE 2:		SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Stock-based compensation:

		~~On December 28, 2005,~~Effective January 1, 2006, the ~~Company’s Compensation Committee~~Company adopted Statement of the board of directors approved accelerating the vesting of all unvested stock options held by current employees, including executive officers and directors. All of the options were considered out-of-the-money since the stated option exercise price was greater than the closing price of the company common stock on the day the Compensation Committee approved the acceleration ($1.50). Unvested options to purchase approximately 1.7 million shares became exercisable as a result of the vesting acceleration. The accelerated vesting was effective as of December 28, 2005.

		~~The Company’s decision to accelerate the vesting of those options was based primarily upon the issuance of SFAS~~Financial Accounting Standards No. ~~123R~~123 (revised 2004), “Share-Based Payment” (“SFAS ~~No. 123(R)~~123 (R)”), which requires companies to estimate the fair value equity-based payment awards on the date of grant using an option-pricing model.

The value of the portion of the awards that is ~~a revision~~ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statement of ~~SFAS No. 123, “Accounting for Stock-Based Compensation”, which will require the Company to treat all unvested stock options as compensation expense effective January 1, 2006.~~ operations.

	The Company ~~believes~~adopted SFAS 123 (R) using the Modified Prospective Method. Under that ~~the acceleration of vesting of those options will enable the Company to avoid recognizing stock-based~~transition method, compensation ~~expense associated with these options in future periods. Additional purpose of the acceleration was to make the options more attractive to the recipients.~~

		~~The vesting acceleration did not result in the recognition of additional compensation expense~~cost recognized in the year ended December 31, ~~2005. The pro-forma results presented~~2006, includes compensation cost for all shared-based payments granted subsequent to January 1, 2006 based on the grant-date fair value estimated in accordance with the ~~table below include approximately $1.9 million~~provisions of ~~compensation expense~~SFAS 123 (R). Results for prior periods have not been restated.

Upon the ~~year ended December 31, 2005 resulting from the vesting acceleration.~~

adoption of SFAS 123 (R), forfeitures are estimated based on historical experience and other factors; previously, forfeitures were recorded as they occurred.


		~~Pro forma information regarding the Company’s net loss~~In 2007 and ~~net loss per share is required by SFAS No. 123 and has been determined as if~~2008, the Company ~~had accounted for its employee~~granted 691,000 and 244,000 stock options ~~under~~to employees, respectively.

	The Company estimates the fair value ~~method prescribed by SFAS No. 123.~~

		~~The fair value for~~of stock options ~~granted in 2003, 2004 and 2005 is amortized over their vesting period and estimated at~~on the grant date ~~of grant~~ using athe Black-Scholes ~~options pricing~~option-pricing model with the following weighted average assumptions:

2003

2004

2005

Dividend yield

0%

0%

0%
Expected volatility

83%

65%

83%
Risk-free interest

2%

3.74%

4.41%
Expected life of up to

3.5 years

2.5 years

6.9 years

	Year ended December 31,
	2006	2007	2008



Expected term	6.25 years	6.25 years	4.25 years
Dividend yield	0%	0%	0%
Expected volatility	67%	89%	78%
Risk-free interest rate	6%	4.2%	2.95%

The risk-free interest rate assumption is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term as of the Company’s employee stock options. The dividend yield assumption is based on the Company’s historical and expectation of future dividend payouts. The expected term of the options represents the period of time that the options are expected to be outstanding and is based on the simplified method, as allowed under Staff Accounting Bulletin 110, which is the midpoint between the vesting date and the end of the contractual term of the options. It should be noted, that in 2008 the Company granted options with contractual term of 6 years (10 years in 2006 and 2007). The Company used its historical volatility for calculating volatility in accordance with SFAS 123 (R).

Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense on a straight-line basis over the requisite service period for each of the awards.

F - 2219

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In U.S. dollars in thousands


NOTE 2:		SIGNIFICANT ACCOUNTING POLICIES (Cont.)


		~~Pro forma information under SFAS No. 123 is as follows:~~

Year ended December 31,

2003

2004

2005

U.S. dollars in thousands

Net loss to shareholders of common shares - as reported

$
2,187

$
5,141

$
9,099

Less - stock-based employee compensation - intrinsic value

(21
)

-

-

Add - stock-based employee compensation -fair value

1,207

637

2,587

Pro forma net loss

$
3,373

$
5,778

$
11,686

Basic and diluted net loss per share - as reported

$
0.20

$
0.46

$
0.76

Pro forma basic and diluted net loss per share

$
0.31

$
0.51

$
0.98

	��
		The Company ~~applies~~applied SFAS ~~No. 123~~123(R) and EITF No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services,” with respect to options and warrants issued to non-employees. SFAS ~~No. 123~~123(R) requires the use of option valuation models to measure the fair value of the options and warrants at the ~~measurements~~measurement date as defined in EITF No. 96-18. In 2007 and 2008, there were no options and warrants granted to non-employees.

	u.
	u.	Accrued severance pay:


		The liability of the Company’s subsidiaries in Israel for severance pay is calculated pursuant to Israeli severance pay law based on the most recent salary of the employees multiplied by the number of years of employment, as of the balance sheet date. Employees are entitled to one month’s salary for each year of employment or a portion thereof. The liability for ~~all of~~ its employees in Israel is fully provided by monthly deposits with insurance policies and by an accrual. The value of these policies is recorded as an asset in the Company’s consolidated balance sheet.

In addition, the Company signed collective agreement with few of its employees, according to which the Company’s contributions for severance pay shall be instead of severance compensation and that upon release of the policy to the employee, no additional calculations shall be conducted between the parties regarding the matter of severance pay and no additional payments shall be made by the Company to the employee. Generally, the Company pays to all its employees the entire liability, as if the agreement was never signed. Therefore, the net obligation related to the employees (the excess amount that is usually paid by the Company) is stated on the balance sheet as an accrued severance pay.


		The deposited funds include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israeli severance pay law or labor agreements. The value of the deposited funds is based on the cash surrendered value of these ~~policies, and includes immaterial profits.~~ policies.


		Severance ~~expenses~~expense for the years ~~2003, 2004~~2006, 2007 and ~~2005~~2008 amounted to approximately ~~$939,000, $893,000~~$773, $502 and ~~$547,000,~~$1,588, respectively.


		In addition, the Company has various defined contribution plans for employees of its subsidiaries around the world. Most of the plans are those required according to the laws of the country in which the subsidiary operates. Contributions made under the plans are invested with financial institutions. Benefits under the plans are based on contributions from employees and the Company, and earnings on insurance contracts or other investment instruments in which the contributions are invested.

~~F - 23~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~


~~NOTE 2:~~	~~SIGNIFICANT ACCOUNTING POLICIES (Cont.)~~


		Expense for contributions made to these plans was ~~$853,000, $570,000~~$49, $178 and ~~$518,000~~$154 for ~~2003, 2004~~2006, 2007 and ~~2005,~~2008, respectively.

F - 20

SAPIENS INTERNATIONAL CORPORATION N.V. AND ITS SUBSIDIARIES
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Recently issued Accounting Standards:

In February 2008, the FASB issued FASB Staff Position (“FSP”) FAS No. 157-2, “Effective Date of FASB Statement No. 157” (“FSP 157-2”), to delay the effective date of FASB Statement 157 for one year for certain nonfinancial assets and nonfinancial liabilities, excluding those that are recognized or disclosed in financial statements at fair value on a recurring basis (that is, at least annually). For purposes of applying the FSP 157-2, nonfinancial assets and nonfinancial liabilities include all assets and liabilities other than those meeting the definition of a financial asset or a financial liability in FASB Statement 159. FSP 157-2 defers the effective date of Statement 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP 157-2. The Company does not expect the adoption of FSP 157-2 to have a material impact on its financial position, results of operations or cash flows.

In March 2008, the FASB issued Statement 161 “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”) an amendment to FASB No. 133. This statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why and entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Early application is encouraged. The Company does not expect the adoption of SFAS 161 to have a material impact on its financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160 amends ARB 51, “Consolidated Financial Statements”, to establish accounting ~~pronouncement:~~and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. The adoption of SFAS 160 is not expected to have a material effect on accounting for current subsidiaries.

F - 21

SAPIENS INTERNATIONAL CORPORATION N.V. AND ITS SUBSIDIARIES
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:

OnSIGNIFICANT ACCOUNTING POLICIES (Cont.)

In December ~~16, 2004,~~2007, the FASB issued SFAS 141(R), “Business Combinations”(“SFAS 141(R)”). This Statement replaces SFAS No. 141, “Business Combinations”, and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS 141(R) also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS 141(R)). In addition, SFAS 141(R)‘s requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer.

SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. As such, the adoption of SFAS 141(R) is not expected to have a material effect on accounting for our current subsidiaries.

In April 2008, the FASB issued FSP 142-3, “Determination of the Useful Life of Intangible Assets” (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”. FSP 142-3 is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of FSP 142-3 will have a material impact on the Company’s consolidated financial position, results of operations and cash flows.

	In May 2008, the FASB issued SFAS No. ~~123(R), which requires companies~~162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to ~~recognize~~be used in the preparation of financial statements of ~~income, all share-based payments to employees, including grants of employee stock options, based on their fair values. Accounting for share-based compensation transactions using~~nongovernmental entities that are presented in conformity with generally accepted accounting principles in the ~~intrinsic method supplemented by pro forma disclosures will no longer be permissible. The new statement will be~~United States. It is effective ~~for public entities as~~60 days following the SEC’s approval of the ~~beginning~~Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of ~~the first interim or annual reporting period of the first fiscal year beginning after June 15, 2005. The Company will adopt the new statement on January 1, 2006.~~

		~~SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods:~~

		~~1. A “modified prospective” method~~Present Fairly in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123(R) for all share base payments granted after the effective date and (b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the effective date.

		2. A “modified retrospective” method which includes the requirements of the modified prospective method, described above, which also permits entities to restate, based on the amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures, either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

		~~The Company plans to adopt SFAS No. 123(R) using the “modified prospective” method. For periods prior to adoption, the financial statements are unchanged~~

		The Company believes that the adoption of this new statement will have an impact on its results of operations and net loss per share as the Company will be required to expense the fair value of all share-based payments. However, the Company’s assessment of the estimated compensation charges is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables and the related tax impact. These variables include, but are not limited to, the volatility of the Company’s stock price and employee stock option exercise behaviors.

		~~In March 2005, the SEC released Staff~~Conformity With Generally Accepted Accounting ~~Bulletin No. 107, “Share-Based Payment” (“SAB 107”)~~Principles”. SAB 107 provides the SEC staff position regarding the application of SFAS No. 123(R). SAB 107 contains interpretive guidance related to the interaction between SFAS No. 123(R) and certain SEC rules and regulations, as well as provides the Staff’s views regarding the valuation of share-based payment arrangements for public companies. SAB 107 also highlights the importance of disclosures made related to the accounting for share-based payment transactions. The Company expects that the adoption of SAB 107 will have an impact on its results of operations and net earnings per share as the Company will be required to expense the fair value of all share-based payments.

~~F - 24~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~


~~NOTE 2:~~	~~SIGNIFICANT ACCOUNTING POLICIES (Cont.)~~


		In May 2005, the FASB issued FASB Statement No. 154, “Accounting Changes and Error Corrections” (“SFAS 154”) which replaces APB Opinion No. 20, “Accounting Changes,” and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements.” Among other changes, SFAS 154 requires that a voluntary change in accounting principles or a change required by a new accounting pronouncement that does not include specific transition provisions be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to do so. SFAS 154 also provides that (1) a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate (prospectively) that was affected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a “restatement.” SFAS 154 is effective for accounting changes and correction of errors made in fiscal years beginning after June 15, 2005.

		~~Accordingly, the Company is required to adopt the provisions of SFAS 154 in the first quarter of fiscal 2006, beginning on January 1, 2006.~~ The Company is currently evaluating the ~~effect that~~impact of SFAS No. 162 on its financial statements, and the adoption of ~~SFAS 154~~this statement is not expected to have a material effect on the Company’s financial statements.

F - 22

SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

In May 2008, the FASB issued FSP Accounting Principles Board (“APB”) 14-1 “Accounting for Convertible Debt instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. The Company does not believe the adoption of FSP APB 14-1 will have significant effect on its consolidated results of operations and financial condition ~~but the Company does not expect SFAS 154 to have a material impact.~~

	~~The adoption of the following recent accounting pronouncements did not have a material impact on the Company’s results of operations and financial condition:~~

	—	~~SFAS No. 153, “Exchanges of Nonmonetary Assets—An Amendment of APB Opinion No. 29;” and~~

	—	~~FASB Interpretations No. 47, “Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143.”~~

	In November 2005, the FASB issued FASB Staff Position (“FSP”) Financial Accounting Standard (“FAS”) 115-1 and FAS 124-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“FSP 115-1”), which provides guidance on determining when investments in certain debt and equity securities are considered impaired, whether that impairment is other-than-temporary, and on measuring such impairment loss. FSP 115-1 also includes accounting considerations subsequent to the recognition of an other-than temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. FSP 115-1 is required to be applied to reporting periods beginning after December 15, 2005 and is required to be adopted by the Company in the second quarter of fiscal 2006. The Company does not expect the adoption of FSP 115-1 to have a significant effect on its consolidated financial statements.

~~F - 25~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~


~~NOTE 2:~~	~~SIGNIFICANT ACCOUNTING POLICIES (Cont.)~~


		In ~~February 2006, the~~June 2008, FASB issued ~~FASB Statement~~EITF 08-4, “Transition Guidance for Conforming Changes to Issue No. ~~155, which~~98-5". The objective of EITF 08-4 is ~~an amendment~~to provide transition guidance for conforming changes made to EITF 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”, that result from EITF 00-27 “Application of ~~FASB Statements~~Issue No. ~~133~~98-5 to Certain Convertible Instruments”, and ~~140.~~SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. This Statement; a) permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, b) clarifies which interest-only strip and principal-only strip are not subject to the requirements of Statement 133, c) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, e) amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This StatementIssue is effective for financial statements issued for fiscal years ending after December 15, 2008. Early application is permitted. The company is currently evaluating the impact of adoption of EITF 08-4.

	In June 2008, the FASB issued EITF No. 07-5 “Determining whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 is effective for financial statements issued for fiscal years beginning after ~~September~~December 15, ~~2006. Earlier adoption~~2008, and interim periods within those fiscal years. Early application is not permitted. Paragraph 11(a) of ~~this Statement~~SFAS No. 133 specifies that a contract that would otherwise meet the definition of a derivative but is ~~permitted as~~both (a) indexed to the Company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. EITF 07-5 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the ~~beginning of an entity’s fiscal year, provided the entity has not yet issued any financial statements for that fiscal year.~~SFAS 133 paragraph 11(a) scope exception. The Company ~~does not expect that the adoption of the Statement~~believes adopting this statement will have ~~a significant~~no material impact on ~~its~~the consolidated financial statements.

		In March 2006, the FASB issued FASB Statement No. 156, which amends FASB Statement No. 140. This Statement establishes, among other things, the accounting for all separately recognized servicing assets and servicing liabilities. This Statement amends Statement 140 to require that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. This Statement permits, but does not require, the subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value. An entity that uses derivative instruments to mitigate the risks inherent in servicing assets and servicing liabilities is required to account for those derivative instruments at fair value. Under this Statement, an entity can elect subsequent fair value measurement to account for its separately recognized servicing assets and servicing liabilities. By electing that option, an entity may simplify its accounting because this Statement permits income statement recognition of the potential offsetting changes in fair value of those servicing assets and servicing liabilities and derivative instruments in the same accounting period. This Statement is effective for financial statements for fiscal years beginning after September 15, 2006. Earlier adoption of this Statement is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued any financial statements for that fiscal year. The Company does not expect that the adoption of the Statement will have a significant impact on its consolidated financial statements.

	w.	~~Reclassifications~~

		~~Certain amounts from prior years have been reclassified to conform to current period presentation.~~

~~F - 26~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~


NOTE 3:	~~MARKETABLE SECURITIES~~

	~~The Company invests in marketable securities, which are classified as available-for-sale and are carried at fair value. The following is a summary of marketable debt securities:~~

December 31,

2004

2005

Amortized
cost

Unrealized
gains

Unrealized
losses

Market
value

Amortized
cost

Unrealized
gains

Unrealized
losses

Market
value

U.S. dollars in thousands

Available-for-sale:

Government debentures

$
1,309

$
8

$
-

$
1,317

$
70

$
10

$
-

$
80

Commercial debentures

9,923

103

(186
)

9,840

5,225

72

(40
)

5,257

Totalavailable-for-sale marketable securities

$
11,232

$
111

$
(186
)
$
11,157

$
5,295

$
82

$
(40
)
$
5,337


	~~During 2005, the Company recorded proceeds from sales of marketable securities in the amount of $10,318,000 and realized losses of $71,000 in connection with these sales in financial expenses, net.~~

~~F - 27~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~TRADE RECEIVABLES

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~


~~NOTE 3:~~	~~MARKETABLE SECURITIES (Cont.)~~

	~~The amortized cost and estimated fair value of available-for-sale investments as of December 31, 2004 and 2005 by contractual maturity are as follows:~~

December 31,

2004

2005

Amortized
cost

Market
value

Amortized
cost

Market
value

U.S. dollars in thousands

Available-for-sale:

Matures in one to five years

$
6,975

$
6,868

$
5,295

$
5,337

Matures in five to ten years

1,003

1,008

-

-

Matures in more than ten years

3,254

3,281

-

-

$
11,232

$
11,157

$
5,295

$
5,337


~~NOTE 4:~~	~~TRADE RECEIVABLES~~

	The Company’s net trade receivables are composed of accounts receivable in the amounts of ~~$6.4 million~~$5,475 and ~~$4.4 million~~$6,677 as of December 31, ~~2004~~2007 and ~~2005,~~2008, and unbilled receivables in the amounts of ~~$3.6 million~~$2,074 and ~~$3.9 million~~$183 as of December 31, ~~2004~~2007 and ~~2005,~~2008, respectively.


	Bad debt ~~expenses~~expense totaled ~~$205,000, $231,000~~$562, $195 and ~~$213,000~~$411 for the years ended December 31, ~~2003, 2004~~2006, 2007 and ~~2005,~~2008, respectively.

F - 23

SAPIENS INTERNATIONAL CORPORATION N.V. AND ITS SUBSIDIARIES
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 5:4:

OTHER RECEIVABLES AND PREPAID EXPENSES

December 31,

2004

2005

U.S. dollars in thousands

Sales and other taxes receivable

$
1,363

$
445

Prepaid expenses

921

734

Deferred income taxes

860

241

Government grants

258

65

Employees receivables

307

21

Other

304

114

$
4,013

$
1,620

	December 31,
	2007		2008



Prepaid expenses	$	328	$	983
Deferred income taxes		953		1,061
Sales and other taxes receivable		108		-
Employees receivables		27		22
Other		465		499


	$	1,881	$	2,565

NOTE 5:

PROPERTY AND EQUIPMENT, NET

	Cost				Accumulated depreciation
	December 31,
	2007		2008		2007		2008
	U.S. dollars in thousands

Equipment and furniture	$	2,306	$	2,057	$	1,983	$	1,688
Computer equipment and software		12,888		13,117		12,474		12,501
Motor vehicles		89		85		67		63
Leasehold improvements		2,446		1,583		1,986		1,535


	$	17,729	$	16,842	$	16,510	$	15,787

Depreciation expense totaled $690, $583 and $550 for the years 2006, 2007 and 2008, respectively.

As for pledges, see Note 10.

F - 2824

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In U.S. dollars in thousands


NOTE 6:	~~PROPERTY AND EQUIPMENT, NET~~

Cost

Accumulated depreciation

December 31,

2004

2005

2004

2005

U.S. dollars in thousands

Equipment and furniture

$
2,364

$
2,176

$
1,791

$
1,734

Computer equipment and software

12,022

10,777

11,072

10,080

Motor vehicles

205

117

169

110

Leasehold improvements

2,296

2,072

1,473

1,502

$
16,887

$
15,142

$
14,505

$
13,426


	~~Depreciation expense totaled $1,282,000, $1,011,000 and $876,000 for the years 2003, 2004 and 2005, respectively.~~

	~~As for pledges see Note 12.~~

~~NOTE 7:~~	OTHER ASSETS


a.	a.	Amortization ~~expenses~~expense for capitalized software development costs for ~~2003, 2004~~2006, 2007 and ~~2005, were $2.3 million, $3.0 million~~2008, was $4,565, $3,035 and ~~$3.8 million,~~$4,224, respectively. Amortization ~~expenses are~~expense is included in cost of revenues.

		~~See Note 2i for impairment of capitalized software development costs in 2004.~~

		~~In 2005, $113,000 of interest expenses were capitalized to software development costs.~~

~~F - 29~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~In U.S. dollars~~

In 2007 and 2008, $408 and $62, respectively, of interest expense was capitalized in respect of software development costs.


~~NOTE 7:~~ b.	~~OTHER ASSETS (Cont.)~~

	b.	Other assets, net, are comprised of the following:

Cost

Accumulated amortization

Other assets, net

December 31,

2004

2005

2004

2005

2004

2005

U.S. dollars in thousands

Prepaid royalties

$
2,074

$
2,074

$
1,627

$
1,759

$
447

$
315

Technologies and usage rights (1)

2,041

1,745

396

796

1,645

949

Intangible assets and other

158

156

148

156

10

-

Deferred debt issuance costs (2)

1,528

1,528

262

304

1,266

1,224

$
5,801

$
5,503

$
2,433

$
3,015

3,368

2,488

In addition, other assets include:

Severance pay fund

1,011

1,015

Long-term tax advances (see Note 13)

774

-

Long-term deposits

162

146

Other

114

93

2,061

1,254

$
5,429

$
3,742

	Cost				Accumulated amortization				Other assets, net
	December 31,
	2007		2008		2007		2008		2007		2008


Prepaid royalties	$	2,074	$	2,074	$	2,022	$	2,074	$	52	$	-
Technologies and usage
rights (1)		1,682		1,701		1,411		1,701		271		-
Deferred debt issuance
costs (2)		1,528		1,528		929		1,287		599		241


	$	5,284	$	5,303	$	4,362	$	5,062	$	922	$	241

In addition, other
assets include:

Severance pay fund										1,235		900
Long-term deposits										315		250
Other										110		197


										1,660		1,347


									$	2,582	$	1,588

	(1)
	1)	In September 2004, the Company purchased the technologies underlying the Sapiens INSIGHT™ for Closed Books solution, for a minimum amount of approximately ~~$1.6 million~~$1,600 to be paid in 4 annual installments, beginning December 31, 2005. ~~Under certain conditions set forth in~~Subsequent to balance sheet date, the ~~agreement, the consideration may increase in the future, based on the number~~final payment of ~~policies administered by such solution.~~ $365 was paid.


		~~The December 31, 2005 payment in the amount of $340,000 was not made as of the Company’s financial statements closing date.~~

		The technologies are amortized over a 4 year period, which is the estimated useful life of the technologies.

	(2)
	2)	~~Related~~As to the issuance of ~~Debentures, Options (Series~~debentures, options (series A) and ~~Warrants (Series~~warrants (series 1) ~~(see~~see Note ~~9b).~~ 8b.


	Amortization of other assets charged to expenses was ~~$303,000, $148,000~~$791, $647 and ~~$623,000~~$618 for ~~2003, 2004~~2006, 2007 and ~~2005,~~2008, respectively.

	~~As for impairments of long-lived assets, see Note 2h.~~

Estimated amortization expense of deferred debt issuance costs is:

	December 31, 2008




2009	$	241

F - 3025

SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In U.S. dollars in thousands


NOTE 7:	~~OTHER ASSETS (Cont.)~~

	c.	~~Estimated amortization expense of prepaid royalties, technologies and usage rights, distribution rights and other intangible assets for the years ending:~~

December 31,

U.S. dollars in
thousands

2006

813

2007

808

2008

677

2009

190

$
2,488


~~NOTE 8:~~	OTHER LIABILITIES AND ACCRUED EXPENSES

December 31,

2004

2005

U.S. dollars in thousands

Employee and related payroll accruals

$
3,310

$
2,680

Sales and other taxes payable

1,611

753

Accrued royalties to the OCS (Note 11a)

1,477

1,014

Accrued expenses and other liabilities

2,160

2,295

$
8,558

$
6,742

	December 31,
	2007		2008



Employee and related payroll accruals *)	$	3,104	$	3,330
Sales and other taxes payable		760		926
Accrued royalties to the OCS (Note 10a)		2,618		3,377
Accrued expenses and other liabilities		1,893		2,083


	$	8,375	$	9,716


*) Including accrual for vacation	$	1,034	$	1,089


NOTE 9:8:		DEBT

	a.
	a.	Short-term bank credit:


		As of December 31, ~~2005,~~2008, the Company and its subsidiaries have a revolving credit line facility for borrowings of up to a total of ~~$18.5 million,~~$9,200, available until June 30, ~~2006. Due to certain financial ratio requirements, the credit line effectively available to~~2009. As of December 31, 2008, the Company ~~is up to a total~~didn’t utilize any of ~~$ 6.0 million.~~its credit lines. Under the terms of these credit line agreements, the Company and several of its subsidiaries recorded floating charges in favor of the banks over all the assets of Sapiens Technologies (1982) Ltd. and Sapiens Israel Software Systems Ltd. The Company also issued cross ~~guaranties~~guarantees in support of the credit line facilities. Additionally, the Company is required to maintain certain financial ratios and results. In ~~the fourth quarter of 2005,~~2008, the Company ~~did not fulfill~~fulfilled the ~~covenant~~covenants contained in its loan agreements pertaining to maintenance of cumulative, quarterly earnings at certain levels. ~~See Note 17b, Subsequent Events, for the increase of the effective credit line, and the extension of the term of the credit line.~~

Weighted average
interest

December 31,

December 31,

2004

2005

2004

2005

Linkage

%

U.S. dollars in thousands

Credit lines

NIS *)

6.5

5.9

$
1,045

$
1,830

Short-term loans

U.S. dollar

4.5

5.6

8,150

10,120

$
9,195

$
11,950

*)
Weighted average interest

December 31,
December 31,
Linkage
2007
2008
2007
2008
%

Credit lines NIS *) 6.2 - $ 1,058 $ -
Short-term loans U.S. dollar 7.2 - 3,900 -

   $ 4,958 $ -

*) New Israeli Shekel, including immaterial amounts linked to other currencies.
~~F - 31~~
~~SAPIENS INTERNATIONAL CORPORATION N.V.~~
~~AND ITS SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~In U.S. dollars~~

~~NOTE 9:~~
b.
~~DEBT (Cont.)~~
Convertible debentures, warrants and options:

b.
~~Convertible Debentures, Warrants and Options:~~
During December 2003, the Company completed an offering of securities in the Tel-Aviv Stock Exchange (“TASE”) in Israel, resulting in gross proceeds of NIS 75.2 million (approximately ~~$17.1 million)~~$17,100). The price per unit was NIS 752 (approximately $171.14) with 100,000 units sold. Each of the units consists of 800 ~~Debentures (Series~~debentures (series A), two ~~Options (Series~~options (series A) exercisable into ~~Debentures (Series~~debentures (series A) and six ~~Warrants (Series~~warrants (series 1) exercisable into Common shares of the Company.

F - 26
SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands

NOTE 8:
DEBT (Cont.)

The ~~Debentures (Series~~debentures (series A) are linked to the U.S. dollar with a floor exchange rate of NIS 4.394 to the dollar, and bear annual interest at the rate of 6.0%, payable on the 5th of June and the 5th of December each year commencing on June 5, 2004 and ending on December 5, 2009. ~~Principal~~According to the original terms, principal is payable in four installments on the 5th of December of the years 2006-2009. During the period beginning 45 days after the registration of the ~~Debentures (Series~~debentures (series A) for trading on TASE and ending November 21, 2009, the ~~Debentures (Series~~debentures (series A) are convertible into Common shares at a conversion rate of one Common share per each NIS 27 (approximately $6.14) amount of the ~~Debentures,~~debentures, linked to the NIS/dollar exchange ~~rate.~~rate, with a floor exchange rate of NIS 4.394 to the dollar. The ~~conversion rate is subject to standard anti-dilution provisions, which have no accounting implications (stock dividend, stock split, reverse split). The Debentures (Series~~debentures (series A) are unsecured.

Each ~~Option (Series~~option (series A) was exercisable into 100 ~~Debentures (Series~~debentures (series A) no later than March 3, 2004 at an exercise price of NIS 96 (approximately $21.85). Through March 3, 2004, 179,663 ~~Options (Series~~options (series A) were exercised into ~~Convertible Debentures, with a total exercise price of approximately $3.8 million. 105,225 of the Options (Series~~debentures (series A), with a total exercise price of approximately ~~$2.3 million,~~$3,800. 105,225 of the options (series A), with a total exercise price of approximately $2,300, were exercised by one of the Company’s subsidiaries in Israel. The remaining ~~balance~~options expired.

Each ~~Warrant (Series~~warrant (series 1) iswas exercisable into one Common share of the Company during the period beginning 45 days after the registration of the ~~Debentures (Series~~debentures (series A) for trading on TASE and ending November 21, 2007 at an exercise price of NIS 27 (approximately $6.14) linked to the U.S. dollar.
None of the 600,000 warrants (series 1) were exercised and they expired on November 21, 2007.

~~As of December 31, 2005, 600,000 Warrants (Series 1) are outstanding.~~
The ~~Convertible Debentures and Warrants~~debentures (series A) are, and the ~~Options~~options (series A) and warrants (series 1) were, traded on TASE only. Any Common shares issued upon conversion of the ~~Debentures (Series~~debentures (series A) ~~or exercise of the Warrants (Series 1)~~ will be traded on both TASE and NASDAQ. The offering was made to the public in Israel only in accordance with Israeli securities laws. It was not open to persons residing in the United States or to other U.S. persons (other than distributors). The securities offered have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under such Act or an applicable exemption from registration.
~~F - 32~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~
~~AND ITS SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~In U.S. dollars~~

~~NOTE 9:~~
~~DEBT (Cont.)~~
In accordance with APB No. 14, “Accounting for Convertible debt and Debt Issued with Stock Purchase Warrants”, EITF 98-5, “Accounting for Convertible Securities with Beneficial Conversion features or Contingently Adjustable Conversion Ratios”, and EITF 00-27, “Application of issue No. 98-5Pursuant to ~~Certain Convertible Instruments” (“EITF 00-27”), a portion~~an evaluation of the ~~proceeds of debt securities issued with detachable warrants was allocated to the Options (Series A) and the Warrants (Series 1), based on the relative fair values~~terms of the ~~securities at time~~agreement under the provisions of ~~issuance. Amounts allocated to the Options (Series A) were and the Warrants (Series 1) are accounted for as liabilities, in accordance with~~ EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled In a Company’s Own Stock” (“EITF 00-19”), the Company has classified all the above derivative financial instruments issued in connection with issuance of the debentures (series A), warrants (series 1) and options (series A) as liabilities.

The conversion feature and the floor rate to the dollar payments were evaluated under FAS 133, “Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”), and EITF 00-19, and were determined under EITF 00-19 to have characteristics of liabilities and therefore accounted for as derivative liabilities under FAS 133. Each reporting period, these derivative liabilities are marked to fair value with the non-cash gain or loss recorded in the period. At December 31, 2008 and 2007, the aggregate derivative liabilities were $900 and $1,143, respectively classified on the balance sheet as “Convertible debentures”. The valuation of the embedded derivatives is determined by the Black and Scholes model and the Lattice model.

F - 27
SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands

NOTE 8: DEBT (Cont.)

Amounts allocated to the options (series A) and the warrants (series 1) were accounted for as liabilities, in accordance with EITF 00-19, and are marked to market, based on their fair values in the TASE at each reporting date, against financial income (expense).

In ~~accordance with EITF 00-27,~~August, 2006 the ~~commitment date~~Company modified the terms of the ~~Debentures (Series A) is the date the offering was completed and the measurement date~~first payment of the ~~Options (Series~~debentures (series A) that was ~~the exercise date~~due in December, 2006 as follows: (a) 50% of the ~~Options (Series A).~~
~~No beneficial conversion feature~~first payment amount, approximately $2,400, was ~~recorded~~deferred to December 5, 2009 (the last day of payment of the principal on the ~~Debentures (Series A)~~Debentures), ~~because~~and (b) with respect to other 50% of the ~~effective~~first payment amount, the Company could choose from the following alternatives, in its sole discretion: (1) to convert such amount on December 5, 2006 into Company’s Common shares, at a conversion price per share of $1.28, which reflects the ~~Debentures (Series A)~~average closing price for the 10 day period prior to July 17, 2006, or (2) to pay the $2,400 amount to the debenture holders. On December 5, 2006, an amount of $2,400 was ~~higher than~~paid to the ~~fair value of the Common share on the commitment date.~~
debenture holders.

~~Pursuant to an evaluation~~The modification of the terms of the ~~agreement under~~first payment of the ~~provisions of EITF 00-19,~~debentures (series A) was accounted for in accordance with FAS 15 “Accounting by Debtors and Creditors for Troubled Debt Restructurings”. Accordingly, the Company ~~has classified all~~calculated the ~~above derivative financial instruments issued in connection with issuance~~new effective borrowing rate of the ~~Convertible Debentures, Warrants~~debt, which affected the amortization rate of the unamortized discount and ~~Options~~unamortized issuance expenses as ~~liabilities.~~of the date of the restructuring.

In June 2007, the Company re-purchased an aggregate amount of NIS 15,000 nominal value, representing $3,500 of the outstanding debentures (series A) that were retired and removed from circulation on the TASE.

On December 5, 2007, an amount of $4,400 was paid to the debenture holders, representing the second payment of the principal of the debentures (series A).

In January and February 2008, the Company re-purchased an aggregate amount of NIS 7,600 nominal value, representing $2,090 of the outstanding debentures (series A) that were retired and removed from circulation on the TASE.

On December 5, 2008, an amount of $3,500 was paid to the debenture holders, representing the third payment of the principal of the debentures (series A).

Subsequent to balance sheet date in January 2009, the Company re-purchased an aggregate amount of NIS 1,600 nominal value representing $ 400 of the outstanding debentures (series A) that were retired and removed from circulation on TASE.

F - 28
SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands

NOTE 8:
DEBT (Cont.)

As of December 31, ~~2004~~2007 and ~~2005,~~2008, the long-term outstanding balance of the convertible debt ~~and Warrants are~~is as follows:

December 31,

2004

2005

U.S. dollars in thousands

Debentures:

Par value

$
22,295

$
22,295

Deemed discount, net *)

(1,456
)

(1,065
)

20,839

21,230

Less – debentures purchased by one of the Company’s subsidiaries

(2,789
)

(2,864
)

Warrants (Series 1)

196

117

Less – current maturities of debentures

-

(4,464
)

$
18,246

$
14,019

December 31,
2007
2008

Debentures:

Par value $ 11,497 $ 5,860
Embedded derivatives, net *) 1,366 1,110
Deemed discount, net *) (966 ) (312 )

11,897 6,658
Less -debentures purchased by one of the Company's
    subsidiaries (1,945 ) (1,278 )
Less - current maturities of debentures (3,524 ) (5,380 )

$ 6,428 $ -

*)
*)
~~The deemed discount is amortized over a period of 72 months, the term of the debentures (Series A), using the effective interest method.~~ Amortization of the deemed discount and the changes in the fair value of embedded derivatives charged to expenses ~~was $348,000~~were $911 and ~~$338,000~~$308 for ~~2004~~2007 and ~~2005,~~2008, respectively.

The ~~share~~debt issuance expenses, which are classified toas other assets (Note ~~7b)~~6b), and the deemed discount, are amortized over the term of the debentures ~~(Series~~(series A), using the effective interest rate method.

NOTE 9: OTHER LONG-TERM LIABILITIES

December 31,
Linkage
Interest
Maturity
2007
2008
%

Other long-term liability *) GBP - Through 12/2008 $ 974 $ 365
Other long-term debt Japanese Yen 2.142 2/2011 270 174

1,244 539
Less - current maturities of
  long-term liabilities (974 ) (365 )

270 174
Accrued severance pay 769 1,136
Minority interest 93 133
Others - 122

$ 1,132 $ 1,565

*) See Note 6(b)(1).

Interest expense in respect of the above liabilities was approximately $300, $60 and $5 for 2006, 2007 and 2008, respectively.

F - 3329
SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In U.S. dollars in thousands

NOTE 10:
~~OTHER LONG-TERM LIABILITIES~~

Rate of
interest

December 31,

Linkage

Maturity

2004

2005

%

U.S. dollars
in thousands

Loan payable eZoneXchange *)

U.S. Dollar

Libor+2.5

Through
August 2006

$
4,000

$
2,000

Long-term loans

U.S. Dollar

4.5-4.7

Through
March 2005

7,567

-

Capital lease obligations (Note 10b)

Euro

5

June 2005

46

-

Other long-term liability **)

GBP

-

Through
December 2008

1,736

1,366

Other long-term debt

Japanese Yen

2.1-2.8

February 2006

69

8

13,418

3,374

Less - current maturities of long-term liabilities

(9,678
)

(2,698
)

3,740

676

Accrued severance pay

902

768

Warrants issued as part of a settlement of redeemable shares in a subsidiary (Note 1c)

320

75

Minority interest

73

65

$
5,035

$
1,584

*)
~~See Note 1c.~~
**)
~~See Note 7(b)(1).~~
~~Long-term debt maturities after December 31, 2005, are as follows:~~

2006

2,698

2007

431

2008 and after

245

$
3,374

~~Interest expense was $1.2 million, $1.0 million and $0.8 million for 2003, 2004 and 2005, respectively.~~
~~F - 34~~
~~SAPIENS INTERNATIONAL CORPORATION N.V.~~
~~AND ITS SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~In U.S. dollars~~

~~NOTE 11:~~
COMMITMENTS AND CONTINGENT LIABILITIES

a.
a.
Sapiens Technologies (1982) Ltd. (“Technologies”), a subsidiary incorporated in Israel, partially ~~finances~~financed its research and development expenditures under programs sponsored by the ~~OCS~~Office of Chief Scientist (“OCS”) for the support of certain research and development activities conducted in Israel.

In exchange for participation in the programs by the OCS, the Company agreed to pay 3%-3.5% of total net consolidated license and maintenance revenue and 0.35% of the net consolidated consulting services revenue related to the software developed within the framework of these programs. The royalties will be paid up to a maximum amount equaling 100%-150% of the grants provided by the OCS, linked to the dollar, and for grants received after January 1, 1999, bear annual interest at a rate based on LIBOR. Repayment of such grants is not required in the event that there are no sales of products developed within the framework of such funded programs.

Royalties ~~paid or~~ accrued amounted to ~~$1.2 million, $1.6 million~~approximately $500, $930 and ~~$1.1 million~~$760 in ~~2003, 2004~~2006, 2007 and ~~2005,~~2008, respectively, and are included in cost of revenues.

As of December 31, ~~2005,~~2008, the Company had a contingent liability to pay royalties of approximately ~~$7.0 million.~~
$6,100.

b.
b.
The Company and its subsidiaries lease various office equipment, computers, office space, and motor vehicles through operating leases. Future minimum lease payments for the next five years and thereafter are as follows:

Operating
leases

2006

$
2,457

2007

2,246

2008

1,925

2009

1,414

2010 and thereafter

997

Total future minimum lease payments

$
9,039

Operating
leases

2009 2,603
2010 1,781
2011 643
2012 117
2013 and thereafter 181

Total future minimum lease payments 5,325

~~Amortization of assets recorded under capital leases is included in depreciation expenses.~~
~~Rent~~Office rent expense for the years ~~2003, 2004~~2006, 2007 and ~~2005~~2008 was ~~$2.5 million, $2.4 million~~$2,300, $1,820 and ~~$2.2 million,~~$1,763, respectively.

c.
c.
~~The Company is party to various legal proceeding and claims that arise in the ordinary course of business in the total aggregate amount of approximately $690,000.~~
AIn February 2008, a former employee ~~has threatened to sue~~filed a claim against the Company for the amount that such employee was required to pay to the Israel Tax Authorities of approximately NIS 4,500 (approximately $1,180 as ~~the~~of December 31, 2008) as a result of his exercise of stock options. ~~In the event that such employee would decide to file a claim in court, the~~The Company believes that such ~~threatened~~ claim lacks merit and the Company, based on the advice of its legal counsel, believes that it has a reasonable defense. The Company does not believe that the claim reflects a probable loss contingency, in accordance with Statement of the Financial Accounting Standard Board No. 5, “Accounting for Contingencies”.

F - 3530
SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In U.S. dollars in thousands

NOTE ~~11:~~10:
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

d.
The Company is in a ~~dispute with a current employee regarding whether a bonus is due~~party to ~~such employee. The employee has threatened to sue the Company for $150,000. The Company believes~~various other legal proceedings and claims that ~~such threatened claim lacks merit and the Company, based on the advice of its legal counsel, believes that is will prevail,~~arise in the ~~event that~~ordinary course of business. The total aggregate amount of exposure of such ~~employee files a claim~~proceedings and claims, except for the above mentioned claims, is approximately $385, of which an accrual in ~~court.~~
the amount of approximately $235 was recorded in accordance with Statement of the Financial Accounting Standard Board No. 5, “Accounting for Contingencies”.

e.
d.
As for tax assessments, see Note ~~13c.~~
12(d).

f.
e.
~~See Note 7(b)(1) for a contingent liability related to a purchased technology.~~
~~NOTE 12:~~
~~SECURITY INTERESTS AND PLEDGES~~
The Company and several of its subsidiaries granted floating charges to certain financial institutions and issued cross guarantees in support of the credit facilities described in Note 9a8(a) above.

The Company’s leased assets are pledged to the finance companies that provided the lease financing and the banks providing credit lines. The pledges are for various terms depending on the asset leased.

The Company has provided bank guarantees in the amount of approximately ~~$485,000~~$365 as security for the rent to be paid for its leased offices in Israel. The lease is valid for approximately six years ending 2010. If the Company were to breach certain terms of its lease, the lessor could demand that the banks providing the guarantees pay amounts claimed to be due.

~~The~~As of December 31, 2008, the Company has provided bank guarantees in the amount of approximately ~~$2.5 million~~$119 as security for the performance of various contracts with customers. If the Company were to breach certain terms of such contracts, the customers could demand that the banks providing the guarantees pay amounts claimed to be due.

NOTE 11: FAIR VALUE MEASURMENTS

In accordance with SFAS 157, the Company measures its embedded derivatives related to the convertible debentures at fair value. Embedded derivatives are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.

The Company’s financial liabilities measured at fair value on a recurring basis, excluding accrued interest components; consisted of the following types of instruments as of December 31, 2008:

As of December 31, 2008
Fair value measurements using input type
Level 1
Level 2
Level 3
Total

Embedded derivatives $ - $ 900 $ - $ 900

Total Financials Liabilities $ - $ 900 $ - $ 900

F - 31
SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company has provided guarantees to banks in support of the credit facilities extended to two subsidiaries. In the case of the Company’s U.S. subsidiary, the guarantee is for $100,000; in the case of the Company’s U.K. subsidiary, the guarantee is for £100,000. Each such guarantee is provided for the term of the credit facility, such term being generally one year. If a subsidiary whose credit line has been guaranteed by the Company were to breach certain terms of its credit agreement, the lending bank could demand that the Company pay amounts claimed to be due.
U.S. dollars in thousands

NOTE ~~13:~~12:
TAXES ON INCOME

a.
a.
Net operating losses carryforward:

At December 31, ~~2005,~~2008, the Company’s subsidiary in the U.S. had net operating loss carryforwards for U.S. federal income tax purposes of approximately ~~$6.3 million,~~$5,400. The losses are to be used and ~~tax credits of approximately $200,000 which are available to offset future federal taxable income~~will expire between 2009 and ~~expire in 2009 to 2023.~~
2020.

Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses before utilization.
~~F - 36~~

~~SAPIENS INTERNATIONAL CORPORATION N.V.~~
~~AND ITS SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~In U.S. dollars~~

~~NOTE 13:~~
~~TAXES ON INCOME (Cont.)~~
In addition, the Company had net operating losses carryforwards relating to non-U.S. subsidiaries totaling approximately ~~$53 million,~~$51,000 which isare available to offset future taxable income. Generally, a majority of such amounts have no expiration date. ~~However, in some cases, amounts expire in 2006 to 2010.~~

b.
b.
Israeli income tax:

Sapiens Technologies, ~~(1982) Ltd. (“Technologies”), an Israeli subsidiary of the Company,~~ has been granted “Approved Enterprise” status for ~~six~~number of investment programs approved ~~in 1984, 1991, 1993, 1995, 1998 and 2000,~~ by the Israeli Government under the Law for Encouragement of Capital Investments, 1959 ~~(“the~~(the “Capital Investments Law”).

Undistributed Israeli income derived from the “Approved Enterprise” programs entitle Technologies to a tax exemption for a period of two to four years and to a reduced tax rate of 10% -– 25% for an additional period of three to eight years (depending on the level of foreign-investment in Technologies). These tax benefits are subject to a limitation of the earlier of twelve years from commencement of operations, or fourteen years from receipt of the approval. This limitation does not apply for the years of tax exemption. Technologies completed the implementation of the 1984, 1991, 1993, 1995, 1998 and 2000 investment programs. As of December 31, 2005, the Investment Center has granted final approval for the implementation of the 1995 and 1998 plans. Technologies has used all the tax benefits under the 1984 and 1991 plans and is entitled for additional benefits, under the 1993 plan (the benefits period commenced in 1998 and will expire in December 2006) and under the 1995 plan (the benefits period commenced in 1998 and will expire in December 2008). The benefits have not yet commenced for the 1998 and the 2000 plans.
The law also grants entitlement to claim accelerated depreciation on machinery and equipment used by the “Approved Enterprise”, during the first five years, which the Company claims.

Income from sources other than the “Approved Enterprise” during the benefit period is subject to tax at the regular corporate tax rate of ~~34% in 2005, 31% in 2006, 29% in 2007,~~ 27% in 2008, 26% in 2009, and 25% in 2010 and thereafter.

The entitlement to the above benefits is conditional upon the Company fulfilling the conditions stipulated by the Capital Investments Law, regulations published thereunder and the Instruments of approval for the specific investments in ~~“approved enterprises”~~“Approved Enterprises”.

In the event of failure to comply with these conditions, the benefits may be ~~canceled~~cancelled and the Company may be required to refund the amount of the benefits, in whole or in part, including interest. In the event of a distribution of such tax-exempt income including, among other things, a cash dividend, the Company will be required to pay tax at the rate of 10%-25% on the gross amount distributed. In addition, these dividends will be subject to a 15% withholding tax.
Technologies have decided not to declare dividends out of such tax-exempt earnings. Accordingly, no deferred income taxes have been provided on earnings attributable to Technologies’ “Approved Enterprise”.

F - 3732
SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In U.S. dollars in thousands

NOTE ~~13:~~  12:
TAXES ON INCOME (Cont.)

On April 1, 2005, an amendment to the ~~Capital Investments~~Investment Law came into effect (“the Amendment”) and has significantly changed the provisions of the ~~Capital Investments~~Investment Law. The Amendment ~~limits~~sets forth the scope of enterprises which may ~~be approved by the Investment Center by setting criteria for the approval of a facility~~qualify as a Privileged Enterprise (under the Amendment, the designation is Beneficiary Enterprise rather than Approved Enterprise) by setting forth criteria for qualification of a company, such as provisions generally requiring that at least 25% of the ~~Privileged~~Beneficiary Enterprise’s income will be derived from ~~export.~~export and that minimum qualifying investments in productive assets be made. Additionally, the Amendment enacted major changes in the manner in which tax benefits are awarded under the ~~Capital Investments~~Investment Law so that companies no longer require Investment Center approval in order to qualify for tax benefits.
~~However,~~ Under the ~~Capital Investments Law provides that terms and~~Amendment, the year in which the company elects to commence its tax benefits ~~included~~is designated as the year of election (“Year of Election”). A company may choose its Year of Election by notifying the Israeli Tax authorities in ~~any certificate of approval already granted will remain subject to~~connection with filings its annual tax return or within 12 months after the ~~provisions~~end of the ~~law as they were on~~Year of Election, whichever is earlier, or by requesting a pre-ruling ruling from the ~~date of such approval. Therefore~~Israeli tax authorities no later than within 6 months after the ~~Company’s existing Approved Enterprise will generally not be subject to the provisions~~end of the ~~Amendment.~~
Year of Election.

As a result of the ~~amendment~~Amendment among others, tax-exempt income generated under the provisions of the new law, will subject the Company to taxes upon distribution or liquidation and the Company may be required to record deferred tax liability with respect to such tax-exempt income.
As of December 31, ~~2005,~~2008, the Company did not generate income under the ~~provision of the new law.~~
Amendment.

Commencing ~~with the year~~ 2005, the Company’s Israeli subsidiaries ~~has~~have elected to file ~~its~~their tax ~~return~~returns under the Israeli Income Tax Regulations 1986 (Principles Regarding the Management of Books of Account of Foreign Invested Companies and Certain Partnerships and the Determination of Their Taxable Income). Such an ~~elective~~election obligates the Company’s Israeli subsidiaries for the first three years. Accordingly, commencing ~~the year~~ 2005, results for tax purposes are measured in terms of U.S. dollars.

c
Tax benefit under the Law for the Encouragement of Industry (Taxation), 1969:

c.
Management believes that Sapiens Technologies is currently qualified as an “industrial company” under the above law and as such, enjoys tax benefits, including:

(1)
Deduction of purchase of know-how and patents and/or right to use a patent over an eight-year period;

(2) The right to elect, under specified conditions, to file a consolidated tax return with additional related Israeli industrial companies and an industrial holding company;

(3) Accelerated depreciation rates on equipment and buildings; and

(4) Expenses related to a public offering on the Tel-Aviv Stock Exchange and as of 1.1.2003 on recognized stock markets outside of Israel, are deductible in equal amounts over three years.

d. Tax assessments

Technologies and some of the Company’s group entities have final tax assessments through the year ~~1999.~~2004.

F - 33
SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands

NOTE 12:
d.
TAXES ON INCOME (Cont.)

e. The Company adopted the provisions of FIN 48 on January 1, 2007. As of January 1, 2007, the difference between the provisions of SFAS 109 and FIN 48 of $300 was recorded as an adjustment to the accumulated deficit.

At December 31, 2008, the Company had a liability for unrecognized tax benefits of $160. During 2007, the Company and its subsidiaries were subject to examination by various tax authorities in jurisdictions such as Japan and UK. As a result of the settlement of the tax matters, the Company recorded a reduction in “Provision for income taxes” of $150 related to settlement of tax matters. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

December 31,
2007
2008

Balance as of beginning of the year $ 300 $ 150
Reductions related to settlement of tax matters (150 ) -
Addition of interest related to the unrecognized tax liabilities
from previous years - 10

Balance at the end of the year $ 150 $ 160

f. Deferred income taxes:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company and its ~~subsidiaries’ deferred~~subsidiaries’deferred tax assets are as follows:

December 31, 2004

December 31, 2005

Current

Non-
current

Current

Non-
current

U.S. dollars in thousands

Gross deferred tax assets

$
860

$
13,326

$
241

$
14,603

Less - valuation allowance

-

(9,558
)

-

(11,030
)

Net deferred tax asset

$
860

$
3,768

$
241

$
3,573

~~F - 38~~
~~SAPIENS INTERNATIONAL CORPORATION N.V.~~
~~AND ITS SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~In U.S. dollars~~
December 31, 2007
December 31, 2008
Current
Non-
current
Current
Non-
current

Tax loss carryforwards $ 1,085 $ 14,063 $ 1,159 $ 14,347
Temporary differences 541 (2,279 ) 331 (1,742 )

Gross deferred tax assets 1,626 11,784 1,490 12,605
Less - valuation allowance (673 ) (9,186 ) (429 ) (10,446 )

Net deferred tax asset $ 953 $ 2,598 $ 1,061 $ 2,159

~~NOTE 13:~~
~~TAXES ON INCOME (Cont.)~~
During the year ended December 31, ~~2005,~~2008, the Company and its subsidiaries have increased the deferred income taxes assets resulting from tax loss carryforwards and ~~other tax credits~~temporary differences by ~~$658,000~~$685 and increased the related valuation by ~~$1,472,000.~~$1,016. Management currently believes that it is more likely than not that the deferred income taxes regarding the loss carryforwards and other temporary differences, on which a valuation allowance has been provided, will not be realized in the foreseeable future.

F - 34
SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands

NOTE 12:
TAXES ON INCOME (Cont.)

Provisions for income tax expense ~~(benefit)~~ are comprised of the following:

Year ended December 31,

2003

2004

2005

U.S. dollars in thousands

Current (foreign)

$
(123
)
$
217

$
198

Deferred (foreign)

104

-

*) 1,600

$
(19
)
$
217

$
1,798

Year ended December 31,
2006
2007
2008

Current (foreign) $ 165 $ 235 $ 253
Deferred (foreign) 160 103 331

$ 325 $ 338 $ 584

*)
~~Including the write off of tax advances in the amount of $783,000.~~
The Company’s entire provision for taxes on income relates to operations in jurisdictions other than the Netherlands Antilles. The effective income tax rate varies from period to period because each jurisdiction in which the Company and its subsidiaries operate has its own system of taxation (not only with respect to the nominal rate, but also with respect to the allowance of deductions, credits and other benefits). In addition, the provision for income taxes for the fiscal years ended December 31, 2003, 2004 and 2005, does not include the recognition of a majority of the deferred tax assets relating to the net operating losses of the Company’s subsidiaries worldwide.

The main reconciling items from the statutory tax rate of the Company to the effective tax rate is the non-recognition of tax benefits from accumulated net operating losses carryforward among the various subsidiaries worldwide due to the uncertainty of the realization of such tax ~~benefits, an increase in the valuation allowance, and a write off of tax advances~~
benefits.

g.
e.
~~Loss (income)~~Income (loss) before taxes on income is comprised as follows:

Year ended December 31,

2003

2004

2005

U.S. dollars in thousands

Domestic

$
1,499

$
5,019

$
2,683

Foreign

699

(405
)

4,616

$
2,198

$
4,614

$
7,299

Year ended December 31,
2006
2007
2008

Domestic $ (2,450 ) $ (4,471 ) $ (3,678 )
Foreign (1,037 ) 2,361 3,959

$ (3,487 ) $ (2,110 ) $ 281

NOTE ~~14:~~  13:
SHAREHOLDERS’ EQUITY
a.
In June 2003, the Company’s shareholders approved a 1-for-5 reverse stock split of the Company’s Common shares. Accordingly, all share, per share option and warrant data shown in these financial statements has been retroactively adjusted to reflect the reverse stock split.
~~F - 39~~
~~SAPIENS INTERNATIONAL CORPORATION N.V.~~
~~AND ITS SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~In U.S. dollars~~

a.
~~NOTE 14:~~
~~SHAREHOLDERS’ EQUITY (Cont.)~~
b.
In August 2004, the Company’s shareholders approved amendments to the Company’s Articles of Association, and thereby (a) increased the number of authorized Common shares to 30,000,000, while the number of authorized preferred shares remained 1,000,000, and (b) changed the par value of all authorized shares to one Eurocent (€ 0.01) each, from two and three tenths Euros (€ 2.30) each, such that the total nominal capital of the Company became € 310,000.
c.
~~On June 27, 2005,~~2006, the Company entered into ~~a share purchase~~an agreement with Formula Systems (1985) Ltd. (“Formula”), whereby Formula invested ~~$2.0 million~~$2,000 in the Company and the Company issued ~~1,041,667~~1,562,500 Common shares to Formula, at a ~~purchase~~ price per share of ~~$1.92,~~$1.28 which was the average closing price ~~for~~over the 10 day period prior to July 17, 2006.

b. In August 2006, the ~~execution~~Company entered into an agreement with the investors in eZoneXchange, a former wholly owned subsidiary of the ~~agreement. See note 17d,~~Company, whereby the investors converted a $1,000 payment that was due to them on April 1, 2006 into 781,250 Common shares at a conversion price per share of $1.28.

c. In June 2007, the Company entered into a private placement investment transaction with several institutional investors, private investors, and Formula for ~~advanced negotiations with Formula, regarding potential additional~~an aggregate gross investment amount of ~~$2 million.~~$19,415 (net of issuance expenses of $585). The Company issued the investors an aggregate of 6,666,667 Common Shares at a price per share of $3.00.

F - 35
SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands

NOTE 13:
d.
SHAREHOLDERS’ EQUITY (Cont.)

d. On April 4, 2001, the Company entered into a share purchase and loan agreement with Red Coral Holdings, Inc. (“Red Coral”), a company owned by the Company’s ~~then~~former President and Chief Executive Officer. According to the terms of the share purchase agreement, Red Coral purchased 300,000 Common shares of the Company for a purchase price of ~~$975,000.~~$975. As part of the loan agreement, the Company granted to Red Coral a loan in the amount of ~~$975,000~~$975 for the purpose of acquiring the Common shares. The term of the loan iswas six years, with accrued interest at a rate of 4%, which iswas payable on January 15^th of each calendar year. The interest amount iswas fully-recourse and fixed. To secure payment of the loan, Red Coral granted to the Company a lien and security interest on ~~all of~~ the 300,000 Common shares of the Company that it ~~owns.~~owned. To secure fulfillment of the terms of the agreement, the Common shares ~~are being~~were held in escrow by the then General Counsel of the Company. The issuance of Common shares was recorded in ~~the~~ shareholders’ equity and the loan amount was deducted from the shareholders’ equity as a Note receivable from a related party shareholder.

In accordance with EITF 95-16, “Accounting for Stock Compensation Arrangements with Employer Loan Features under APB Opinion No. ~~25”~~25", the transaction was accounted for as a fixed award.

On November 10, 2005, the Company’s former President and Chief Executive Officer was replaced by its current President and Chief Executive Officer. Following the departure of the former President and Chief Executive Officer, the Company ~~decided to postpone~~postponed the due date of the January 15, 2006 and 2007 interest ~~payment,~~payments, until the due date for repayment of the principal amount of the ~~loan. Other terms~~loan (April 4, 2007), and converted the final two interest payments from fully-recourse to non-recourse.

On April 4, 2007, the term of the loan ~~were not changed.~~
expired. In May 2007, the Company foreclosed its lien on the 300,000 Common shares of the Company owned by Red Coral. As a result, the loan agreement was terminated and Red Coral has no further obligations to the Company. Accordingly, the note receivable was written off.

e.
e.
Common shares confer upon their holders voting rights, the right to receive cash dividends and the right to share in excess assets upon liquidation of the Company.

f.
f.
Stock option plan:

Stock options granted under the Company’s 1992 Stock Option and Incentive Plan (“the 1992 Stock Plan”) to employees, directors and service providers are exercisable at the fair market value of the Company’s Common shares on the date of grant and, subject to termination of employment, expire ten years from the date of grant and are generally exercisable in four equal annual installments commencing one year from the date of ~~grant.~~
~~F - 40~~
~~SAPIENS INTERNATIONAL CORPORATION N.V.~~
~~AND ITS SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~In U.S. dollars~~
grant, unless otherwise determined by the Compensation Committee of the Company’s board of directors.

~~NOTE 14:~~
~~SHAREHOLDERS’ EQUITY (Cont.)~~
In 2003, the Company’s Board of Directors and shareholders authorized the extension of the ~~Sapiens International Corporation N.V.~~ 1992 Stock ~~Option and Incentive~~ Plan ~~(the “1992 Stock Plan”)~~ until April 2012. Also in 2003, the Company’s Board of Directors and shareholders approved the 2003 Share Option Plan (the “2003 Option Plan”), including the reservation of 500,000 Common Shares for grant ~~Pursuant~~pursuant to such plan. The 1992 Stock Plan and the 2003 Option Plan are referred together as “the Plan”.

F - 36
SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands

NOTE 13:
SHAREHOLDERS’ EQUITY (Cont.)

In August 2004, the Company’s shareholders approved an increase of the number of Common shares available for grant pursuant to the Plan by an additional 500,000 Shares.

In November 2005, the Company’s Board of Directors approved a new Incentive Stock Option Plan (the “Special Plan”). The number of Common shares available for grants pursuant to the Special Plan was set at 2,000,000 shares. The Special Plan is intended to be used solely to attract or retain senior management and/or Board members. Options granted pursuant to the Special Plan will have an exercise price of ~~$3.0,~~$3.00, will be locked for up to 5five years, and will be contingent upon the optionee providing services to the Company throughout the entire 5five year period. In the event of a change of control of the Company, the vesting of such options will be accelerated. ~~The Special Plan will be presented to the Company’s shareholders, for their approval, at the upcoming Annual General Meeting of Shareholders.~~

In November 2005, the Company’s current President and Chief Executive Officer was granted options to purchase 240,000 shares at an exercise price of $1.74 per share, pursuant to the 2003 Option Plan and additional options to purchase 1,000,000 shares pursuant to the Special Plan, subject to shareholders approval of the Special Plan.
~~On December 28, 2005, the 240,000 options under the 2003 Option Plan and the 1,000,000 options under the Special Plan were accelerated and became fully exercisable. See Note 2t.~~
In December 2000, 154,560 previously granted options with exercise prices from $11.25 to $69.375 were reprised to $0, resulting in a new measurement date and total compensation expense of $628,000 of which $453,000 was recognized in 2000 for the portion already vested and $175,000 was deferred to be recognized over the remaining vesting period ended in 2003.
~~During the years 2001, 2002 and 2003, $107,000, $47,000 and $21,000 of the amount deferred were recognized, respectively.~~
As of December 31, ~~2005, 939,524~~2008, 973,817 options to Common shares of the Company are ~~still~~ available for future grant. Any options, which are forfeited or cancelled before expiration, become available for future grant under the Plan.
~~F - 41~~
~~SAPIENS INTERNATIONAL CORPORATION N.V.~~
~~AND ITS SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~In U.S. dollars~~

~~NOTE 14:~~
~~SHAREHOLDERS’ EQUITY (Cont.)~~
A summary of the stock options activities in ~~2003, 2004 and 2005,~~2008, is as follows:

Year ended December 31,

2003

2004

2005

Shares

Weighted
average
exercise
price

Shares

Weighted
average
exercise
price

Shares

Weighted
average
exercise
price

Outstanding at January 1

*)
1,580,713

$
11.25

*)
1,558,495

$
10.25

*)
1,640,871

$
9.05

Granted

157,600

$
4.06

321,539

$
4.05

1,608,200

$
2.61

Exercised

(6,820
)
$
3.91

(5,000
)
$
4.07

(19,500
)
$
0

Expired, cancelled and forfeited

(172,998
)
$
14.05

(234,163
)
$
10.23

(417,359
)
$
8.31

Outstanding at December 31

*)
1,558,495

$
10.25

*)
1,640,871

$
9.05

*)
2,812,212

$
5.54

Exercisable options at December 31

1,095,779

$
11.86

1,143,432

$
11.24

**)
2,812 ,212

$
5.54

Year ended December 31, 2008
Amount of
options
Weighted
average
exercise
price
Weighted
average
remaining
contractual
life
Aggregate
intrinsic
value
(Years)

Outstanding -beginning of year 2,825,900 $ 4.01 6.67

Granted 244,000 $ 1.76 5.17
Exercised (50,000 ) $ 1.74 -
Expired and forfeited (321,550 ) $ 7.59 3.52

Outstanding at end of year 2,698,350 $ 3.45 6.37 $ 301,282

Vested and expected to vest at end of year 2,571,450 $ 3.51 6.31 $ 276,876

Exercisable options at end of year 1,852,350 $ 3.99 5.82 $ 138,572

*)
~~Including 102,100, 102,100~~The aggregate intrinsic value is the difference between the Company’s closing stock price on the last trading day of the fiscal year 2008 and ~~62,300~~the exercise price, multiplied by the number of in-the-money options ~~repriced to zero, as of~~that would have been received by the option holders had all option holders exercised their options on December 31, ~~2003, 2004 and 2005, respectively.~~
**)
~~On December 28, 2005, all unvested options were accelerated and became exercisable (see Note 2t).~~
~~The options outstanding as~~2008. This aggregate intrinsic value changes based on the fair market value of ~~December 31, 2005, have been classified by range of exercise price, as follows:~~
the Company’s shares.

Exercise price

Options
outstanding
as of
December 31,
2005

Weighted
average
remaining
contractual
life (years)

Weighted
average
exercise
price

Options
exercisable
as of
December 31,
2005

Weighted
average
exercise
Price

$0

62,300

1.37

$
0

62,300

$
0

$1.61 - $1.74

309,000

8.72

$
1.73

309,000

$
1.73

$1.86 - $2.63

386,400

8.74

$
2.32

386,400

$
2.32

$3.00

1,000,000

9.86

$
3.00

1,000,000

$
3.00

$3.28 - $3.75

169,800

3.63

$
3.55

169,800

$
3.55

$4.06 - $5.70

653,600

4.37

$
4.56

653,600

$
4.56

$11.25 - $16.875

75,050

0.88

$
12.07

75,050

$
12.07

$19.375 - $29.375

30,650

3.74

$
28.67

30,650

$
28.67

$32.5 - $47.5

90,112

2.94

$
37.58

90,112

$
37.58

$61.25 - $69.375

35,300

3.98

$
67.67

35,300

$
67.67

2,812,212

$
5.54

2,812,212

$
5.54

~~All options were granted at exercise price equal or higher than the share price at the date of grant.~~ The weighted average grant date fair ~~value~~values of the options granted during the ~~year~~years ended December 31, ~~2005~~2006, 2007 and 2008 were $0.52, $1.38 and $0.64, respectively. The total intrinsic value of options exercised during the years ended December 31, 2006, 2007 and 2008 was ~~$1.32.~~
$0, $18 and $97, respectively. Compensation expense recognized amounted to $32, $115 and $165 for the years ended December 31, 2006, 2007 and 2008, respectively.

F - 4237
SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In U.S. dollars in thousands

NOTE ~~14:~~  13:
SHAREHOLDERS’ EQUITY (Cont.)

As of December 31, 2008, there was $505 of total unrecognized compensation cost related to nonvested options granted under the Plan and the Special Plan, which is expected to be recognized over a period of up to four years.

g.
~~During 2004 and 2005,~~Upon exercise of options by employees, the Company ~~decided to extend~~satisfies the ~~exercise period for certain former employees. The extension was accounted for in accordance with FIN 44~~requirements by ~~applying a new measurement date, which resulted in no additional compensation expenses.~~
issuing newly issued shares.

g.
Warrants:

~~Total options extended during 2004 and 2005 were 54,000 and 313,250, respectively.~~
h.
~~Warrants:~~
In 2005, warrants were granted to ~~advisor~~advisory board members. As of December 31, ~~2005,~~2008, warrants are outstanding as follows:

Warrants to
Common shares

Weighted
average
exercise price
per share

Warrants
exercisable

Exercisable through

11,000

$
2

11,000

May 2015

17,000

2.24

17,000

February 2015

28,000

$
2.15

28,000

Warrants to Common
shares
Weighted average
exercise price per
share
Warrants
exercisable
Exercisable through

11,000 $ 2.00 8,250 May 2015
17,000 2.24 12,750 February 2015

28,000 $ 2.15 21,000

These warrants were measured at fair value (according to Black–Scholes option pricing model) with the following assumptions: Risk free rate of ~~4.5%~~3.5%, dividend yields of 0%, ~~volatility factors of the~~ expected ~~market price of the Company’s common shares~~volatility of 80%, and contractual life of the warrants of 10ten years. Total compensation expense ~~amount~~amounted to ~~$23,000,~~$25, of which ~~$10,000~~$6, $3 and $0 were recorded in ~~2005.~~
2006, 2007 and 2008, respectively.

h.
i
~~As for warrants granted to investors as part of the settlement of redeemable shares in a subsidiary, see Note 1c.~~
j.
As for 600,000 ~~Warrants (Series~~warrants (series 1) offered to the public, ~~see~~none of the 600,000 warrants (series 1) were exercised and they expired on November 21, 2007. See Note ~~9b.~~8(b).

i. The total stock-based compensation expenses related to all of the Company’s equity-based awards recognized for the years ended December 31, 2006, 2007 and 2008 was $38, $118 and $165, respectively. The total stock-based compensation expenses were recorded as general and administrative expenses.

F - 38
SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
k.
~~The Company does not intend to pay cash dividends in the foreseeable future.~~
U.S. dollars in thousands

NOTE ~~15:~~  14:
GEOGRAPHIC INFORMATION

a.
a.
The Company operates in a single segment as a provider of software solutions. See Note 1 for brief description of the Company’s business. The data below is presented in accordance with Statement of Financial Accounting Standard No. 131, “Disclosure about Segments of an Enterprise and Related Information”.

b.
b.
Geographic information:

The following is a summary of operations within geographic ~~areas based on the end customers’ location.~~
markets.

Year ended December 31,
2006
2007
2008

1. Revenues:
U.K. $ 13,805 $ 13,417 $ 11,612
North America 9,895 10,061 7,846
Israel 12,072 13,824 16,141
France 902 389 721
Germany 837 475 839
Japan 4,491 4,071 6,375
Switzerland 2,309 158 -

$ 44,311 $ 42,395 $ 43,534

Year ended December 31,
2007
2008

2. Long-lived assets:
Netherlands Antilles $ 9,272 $ 8,862
Israel 17,079 16,078
Rest of the world 1,028 715

$ 27,379 $ 25,655

NOTE 15: SELECTED STATEMENTS OF OPERATIONS DATA

a. Research and development, net:

Year ended December 31,
2006
2007
2008

Total costs $ 7,150 $ 6,635 $ 7,380

Less - capitalized software development costs (4,699 ) (3,133 ) (3,496 )

Research and development, net $ 2,451 $ 3,502 $ 3,884

F - 4339
SAPIENS INTERNATIONAL CORPORATION N.V.

AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In U.S. dollars in thousands

NOTE 15:
~~GEOGRAPHIC INFORMATION (Cont.)~~

Year ended December 31,

2003

2004

2005

U.S. dollars in thousands

1.
Revenues:

U.K.

$
19,446

$
18,217

$
12,604

North America

17,636

12,381

10,046

Israel

6,453

8,910

9,147

France

2,594

1,352

1,131

Germany

2,211

1,814

1,414

Japan

2,644

3,147

3,902

Other

1,334

1,983

1,160

$
52,318

$
47,804

$
39,404

December 31,

2004

2005

U.S. dollars in thousands

2.
Long-lived assets:

Israel

$
14,587

$
14,344

France

455

377

Dutch Antilles

588

317

Germany

19

4

Other

1,111

396

$
16,760

$
15,438

~~NOTE 16:~~
~~SELECTED STATEMENTS OF OPERATIONS DATA~~
a.
~~Research and development expenses:~~

Year ended December 31,

2003

2004

2005

U.S. dollars in thousands

Total costs

$
8,329

$
8,114

$
7,566

Less - capitalized software development costs, net of royalties bearing grants

(4,539
)

(4,750
)

(4,323
)

Less - royalty-bearing grants

(134
)

(833
)

(520
)

Research and development expenses, net

$
3,656

$
2,531

$
2,723

~~F - 44~~
~~SAPIENS INTERNATIONAL CORPORATION N.V.~~
~~AND ITS SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~In U.S. dollars~~

~~NOTE 16:~~
SELECTED STATEMENTS OF OPERATIONS DATA (Cont.)

b.
b.
Financial expenses, net:

Year ended December 31,

2003

2004

2005

U.S. dollars in thousands

Financial income:

Interest

$
612

$
358

$
309

Revaluation of Warrants (Series 1) which are classified as liabilities

-

266

79

Foreign currency translation differences

26,178

10,057

7,467

26,790

10,681

7,855

Financial expenses:

Interest *)

1,246

2,282

1,780

Foreign currency translation differences

26,292

9,898

7,328

Bank charges and others

133

249

84

Loss on sale of marketable securities and bonds

77

67

71

Amortization of issuance expenses and discount on convertible notes

-

595

380

27,748

13,091

9,643

Financial expenses, net

$
958

$
2,410

$
1,788

Year ended December 31,
2006
2007
2008

Financial income:
  Interest $ 102 $ 300 $ 242
  Re-evaluation of warrants (series 1) which are
     classified as liabilities 46 71 -
  Foreign currency transaction differences 81 250 183
  Income on sale of marketable securities, bonds
     and other 20 29 -
  Income on put option transactions 20 158 106

269 808 531
Financial expenses:
  Interest *) 1,640 1,924 867
  Foreign currency transaction differences 177 913 519
  Bank charges and others 198 109 388
  Amortization of issuance expenses and discount
    on convertible notes 484 551 679
  Loss on repurchase of convertible debentures - 109 314

2,499 3,606 2,767

Financial expenses, net $ 2,230 $ 2,798 $ 2,236

*)
*)
For capitalization of interest expenses, see Note ~~7a.~~
~~NOTE 17:~~
~~SUBSEQUENT EVENTS~~
a.
~~On February 20, 2006, the board of directors approved a restructuring plan for the purpose of reducing costs and to restore profitability.~~
The restructuring plan consists of involuntary termination of approximately 40 employees, and will be accounted for in accordance with Statement of Financial Accounting Standard No. 146, “Accounting for costs Associated with Exit of Disposal Activities”6(a).
~~The Company expects to record approximately $700,000 as restructuring costs in 2006 in connection with this restructuring plan.~~

F - 45
~~SAPIENS INTERNATIONAL CORPORATION N.V.~~
~~AND ITS SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~In U.S. dollars~~

~~NOTE 17:~~
~~SUBSEQUENT EVENTS (Cont.)~~
b.
On June 27, 2006, the Company entered into new agreements with its lender banks regarding a new revolving credit line facility for borrowings of up to $9.2 million. The amount that the Company can draw under the credit facility has increased by $3.0 million over the available credit facility that expires on June 30, 2006.
As a condition for receiving credit from the banks, the Company undertook, among other things, (a) not to charge or sell its assets to any entity whatever without the advance written consent of the banks, (b) that the total of its debts and obligations to the banks will not at any time exceed $9.5 million, and (c) that the total of its accounts receivable from customers will not be less than $6.0 million. In addition, the Company undertook that its quarterly earnings before income tax, depreciation and amortization will be positive through June 30, 2007 and that aggregate earnings before income tax, depreciation and amortization for each of the year ended December 31, 2006, and the six-month period ended June 30, 2007, will not be less than $1.0 million. The Company also undertook that its shareholders’ equity will not be less than $3.0 million at any time.
~~The interest rates under the new credit lines have not yet been finalized.~~
c.
In June 2006, the Company entered into a term sheet with the investors in eZoneXchange, whereby the investors will convert the $1.0 million payment that was due on April 1, 2006 into the Company’s Common shares at a conversion price per share equal to the average closing price over the 10 day period prior to the effective date of the definitive agreement to be entered into by the Company and the investors. In addition, the payment of the $1.0 million payment originally payable by August 1, 2006, will be delayed to August 1, 2007. The potential amendment is subject to the execution of a binding agreement and subject to the fulfillment of certain closing conditions that are standard for such type of transaction. The Company expects to sign the definitive agreement in the near future.
d.
In June 2006, the Company entered into a term sheet with Formula, whereby Formula will invest $2.0 million in the Company and the Company will issue Common shares to Formula. The price per share will be the average closing price over the 10 day period prior to the effective date of the definitive agreement to be entered into. The potential investment is subject to the execution of a binding agreement and subject to the fulfillment of certain closing conditions that are standard for such type of transaction. The Company expects to sign the definitive agreement in the near future.
~~F - 46~~
~~SIGNATURES~~
~~The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this annual report on its behalf~~
~~SAPIENS INTERNATIONAL CORPORATION N.V.~~
~~By:~~
~~/s/ Ron Al Dor~~
~~Ron Al Dor~~
~~President & Chief Executive Officer~~
~~Date: June 29, 2006~~
6040

Selected Financial Data:	Year Ended December 31,
	2001		2002		2003			2004		2005
	(In thousands, except per share data)


Revenues:
Products	$	33,924	$	42,008	$	32,580		$	26,781	$	13,295
Consulting and other services		29,511		22,820		19,738			21,023		26,109

Total revenues		63,435		64,828		52,318			47,804		39,404


Cost of revenues:
Cost of products		23,711		22,567		17,489			16,578		11,306
Cost of consulting and other services		18,902		13,543		11,118			10,186		13,540
Impairment of capitalized software development costs		-		-		-			901		-
Total cost of revenues		42,613		36,110		28,607			27,665		24,846

Gross profit		20,822		28,718		23,711			20,139		14,558

Operating Expenses:
Research and development, net		5,458		6,017		3,656			2,531		2,723
Selling, marketing, general and administrative		28,725		23,782		21,539			19,260		16,245
Restructuring Costs		-		481		-			-		1,113

Total operating expenses		34,183		30,280		25,195			21,791		20,081

Operating loss		13,361		1,562		1,484			1,652		5,523
Financial expenses, net		3,187		971		958			2,410		1,788
Other expenses (income), net		665		1,173		(244	)		552		(12	)


Loss before taxes on income		17,213		3,706		2,198			4,614		7,299

Taxes on income (benefit)		726		1,408		(19	)		217		1,798
Minority interests in earnings of a subsidiary		31		39		8			11		2


Net loss		17,970		5,153		2,187			4,842		9,099

Settlement of redeemable shares in a subsidiary		-		-		-			299		-


Net loss to shareholders of Common Shares	$	17,970	$	5,153	$	2,187		$	5,141	$	9,099


Basic and diluted net loss per share	$	3.91	$	1.03	$	0.20		$	0.46	$	0.76


Weighted average number of shares
used in computing basic and diluted loss per share		4,600		4,999		10,693			11,273		11,982


	Total		Up to 1 year		1 to 3 years		3 to 5 years		Over 5 years


Convertible debentures	$	18,366	$	4,464	$	9,174	$	4,728	$	–

Short-term bank credit		1,830		1,830		–		–		–

Short-term bank loans		10,120		10,120		–		–		–

Long-term loan-investors		2,000		2,000		–		–		–
Long-term liability-third party		1,366		690		676		–		–
Long-term bank loans		8		8		–		–		–


Accrued severance pay		768		–		–		–		768
Operating leasing		9,039		2,457		4,171		2,411		–

Total	$	43,497	$	20,594	$	14,000	$	6,135	$	768


	Total Employees		Research & Development		Consulting, Delivery & Technical Support		SG&A

December 31, 2005		364		52		235		77
December 31, 2004		405		57		252		96
December 31, 2003		432		61		276		95


	Shares Beneficially Owned

	Number		Percent(1)

Dan Goldstein (2)		7,746,372		60.1

Gad Goldstein (2)		7,746,372		60.1

Ron Zuckerman (3)		370,700		2.9

Yitzhak Sharir (4)		425,000		3.3

Roni Al Dor (5)		240,000		1.8

All directors and executive officers as a group (9 persons) (6)		8,840,072		65.9


	HIGH		LOW


December 2005	$	1.70	$	1.31
January 2006		1.54		1.14
February 2006		1.60		1.22
March 2006		1.40		1.16
April 2006		1.54		1.12
May 2006		1.39		1.13
June 2006 (through June 25, 2006)		1.34		1.06


	HIGH		LOW


2003 (Annual from March 6)	$	6.01	$	3.56
2004 (Annual)		5.29		1.75
2005 (Annual)		2.74		1.19

2003
Second Quarter	$	4.99	$	4.33
Third Quarter		5.06		3.58
Fourth Quarter		6.01		3.56

2004
First Quarter	$	5.29	$	3.62
Second Quarter		3.64		2.28
Third Quarter		2.54		1.75
Fourth Quarter		2.42		1.85

2005
First Quarter	$	2.74	$	2.06
Second Quarter		2.28		1.76
Third Quarter		2.03		1.55
Fourth Quarter		1.73		1.19

2006
First Quarter	$	1.57	$	1.24
Second Quarter (through June 26, 2006)		1.42		1.23


	Common shares				Additional paid-in capital			Deferred stock compensation			Treasury shares			Note receivable from a shareholder			Accumulated other comprehensive loss			Accumulated deficit			Total shareholders’ equity

	shares		amount


Balance as of January 1, 2003		10,987,115	$	23,773	$	82,648		$	(21	)	$	(2,423	)	$	(975	)	$	(3,820	)	$	(83,287	)	$	15,895
Total comprehensive loss:
Net loss		-		-		-			-			-			-			-			(2,187	)		(2,187	)

Other comprehensive income:
Unrealized gains on available-for-sale marketable securities, net		-		-		-			-			-			-			6			-			6
Foreign currency translation adjustments		-		-		-			-			-			-			707			-			707

Other comprehensive income																								713

Total Comprehensive loss																								(1,474	)

Employee stock options exercised		6,820		15		12			-			-			-			-			-			27
Amortization expense on re-priced options		-		-		-			21			-			-			-			-			21
Issuance expenses related to the conversion of Series F Preferred shares and exercise of warrants		-		-		(44	)		-			-			-			-			-			(44	)
Payment in respect of acquisition adjustment of Syspart		-		-		(496	)		-			-			-			-			-			(496	)

Balance as of December 31, 2003		10,993,935		23,788		82,120			-			(2,423	)		(975	)		(3,107	)		(85,474	)		13,929


	Cost				Accumulated amortization				Other assets, net

	December 31,

	2004		2005		2004		2005		2004		2005

	U.S. dollars in thousands


Prepaid royalties	$	2,074	$	2,074	$	1,627	$	1,759	$	447	$	315
Technologies and usage rights (1)		2,041		1,745		396		796		1,645		949
Intangible assets and other		158		156		148		156		10		-
Deferred debt issuance costs (2)		1,528		1,528		262		304		1,266		1,224


	$	5,801	$	5,503	$	2,433	$	3,015		3,368		2,488


In addition, other assets include:

Severance pay fund										1,011		1,015
Long-term tax advances (see Note 13)										774		-
Long-term deposits										162		146
Other										114		93

										2,061		1,254


									$	5,429	$	3,742


December 31,	U.S. dollars in thousands


2006		813
2007		808
2008		677
2009		190

	$	2,488


			Weighted average interest

			December 31,				December 31,

			2004		2005		2004		2005

	Linkage		%				U.S. dollars in thousands


Credit lines		NIS *)		6.5		5.9	$	1,045	$	1,830

Short-term loans		U.S. dollar		4.5		5.6		8,150		10,120


							$	9,195	$	11,950

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,WASHINGTON, D.C. 20549

FormFORM 20-F

For the fiscal year ended December 31, 2008

TABLE OF CONTENTS

INTRODUCTION

PART I

Risks Relating to Our Business, and Our Industry and our Financing Activities

Risks Relating to Conducting Business in Israel

Risks Related to the Market for our Common Shares

* Sapiens INSIGHT™ for Property & Casualty

* Sapiens INSIGHT™ for Life & Pensions (INSIGHT™ for Life & Annuities)Health)

* Sapiens INSIGHT™ for Underwriting

* Sapiens INSIGHT™ for Reinsurance

* Sapiens INSIGHT™ for Claims

*Sapiens INSIGHT™ for Closed Books

Our Core Technology- Sapiens eMerge™

Sapiens INSIGHT™ -– Insurance

Sapiens eMerge™ -– Business Rules Engines

Sapiens eMerge™ -– IT Solution Delivery

Overview

Critical Accounting Policies and Estimates

Deferred Taxes

Recent Accounting Pronouncements

Years ended December 31, 20042007 and 20052008

RevenuesRevenues..

Years ended December 31, 20032006 and 20042007

RevenuesRevenues..

Israeli Tax Considerations

Israeli Holders

Non- Israeli Holders

PART II

Fees Paid to Independent Auditors

PART III

SIGNATURES

SAPIENS INTERNATIONAL CORPORATION N.V.AND ITS SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 20052008

IN U.S. DOLLARS

INDEX

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Sapiens International CorporationSAPIENS INTERNATIONAL CORPORATION N.V.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549

SAPIENS INTERNATIONAL CORPORATION N.V.
AND ITS SUBSIDIARIES