UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
| o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 the fiscal year ended December 31, 2007 |
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-14552
Top Image Systems Ltd.
(Exact name of Registrant as specified in its charter)
Israel
(Jurisdiction of incorporation or organization)
2 Habarzel Street, Ramat Hahayal, Tel Aviv 69710, Israel
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Name of each exchange on | |
| Title of each class | which registered |
| Ordinary Shares, nominal | NASDAQ Capital Market |
| value NIS 0.04 per share | |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
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:
8,909,138 Ordinary Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yeso Nox
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.
Yeso Nox
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesx Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filero | Accelerated filero | Non-accelerated filerx |
Indicate by check mark which financial statement item the registrant has elected to follow.
Item 17o Item 18x
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
20-F/A Explanatory Note
This Form 20-F/A for Top Image Systems Ltd. is being filed to (i) correct the date in the certification of Ido Schechter that was filed as Exhibit 12.1 to the 2007 Annual Report on Form 20-F filed on April 8, 2008 (the “2007 Form 20-F”), which was inadvertently stated as April 8, 2007 instead of April 8, 2008, and (ii) remove the titles of the certifying individuals that were inadvertently included at the beginning of the certifications filed as Exhibits 12.1 and 12.2 to the 2007 Form 20-F and make corresponding changes to the titles of Exhibits 12.1 and 12.2 in Item 19 of the 2007 Form 20-F.
Other than as set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in the exhibits or any other item of the 2007 Form 20-F or reflect any events that have occurred after the 2007 Form 20-F was filed.
| ITEM 19. | EXHIBITS |
| Number | Description |
| 12.1 | Certification of Ido Schechter pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 12.2 | Certification of Arie Rand pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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.
| TOP IMAGE SYSTEMS LTD. By: /s/ Ido Schechter —————————————— Ido Schechter Chief Executive Officer |
Date: May 1, 2008