Tti Team Telecom International (TTIL) Inactive
Filed: 5 May 08, 12:00am
Exhibit 1
 | TTI-Team-Telecom International Ltd. 12 Amal Street, Afek Park Rosh Ha’ayin 48092, Israel Tel: +972-3-926-9700 Fax: +972-3-926-9849 www.tti-telecom.com |
May 8, 2008
Dear Shareholder,
You are cordially invited to attend a Special General Meeting of Shareholders of TTI Team Telecom International Ltd. to be held on Thursday, June 12, 2008, at 5:00 p.m. (Israel time), at our executive offices at 12 Amal Street, Afek Park, Rosh Ha’ayin, Israel.
We encourage you to read carefully the accompanying proxy statement/information statement, which discusses in detail the various matters to be voted upon at the Special General Meeting.
Your vote is very important! Whether or not you plan to attend the meeting, it is important that your shares be represented. Accordingly, you are kindly requested to complete, date and sign the enclosed form of proxy and return it promptly in the pre-addressed envelope provided, so as to be received not later than seventy-two (72) hours before the meeting. No postage is required if mailed in the United States.
We appreciate your continuing interest in TTI Team Telecom International Ltd.
| Very truly yours, Meir Lipshes Chairman of the Board of Directors |
TTI TEAM TELECOM INTERNATIONAL LTD.
NOTICE OF A SPECIAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that a Special General Meeting of Shareholders (the “Meeting” or the “Special Meeting”) of TTI Team Telecom International Ltd. (“we”, “TTI” or the “Company”) will be held on Thursday, June 12, 2008, at 5:00 p.m. (Israel time), at the offices of the Company, 12 Amal Street, Afek Park, Rosh Ha’ayin, Israel, for the following purposes:
(1) To approve the grant to Meir Lipshes, the Chairman of the Board of Directors of the Company and the Chief Executive Officer of the Company, of an annual bonus for the year 2007; |
(2) To approve an amendment to Article 26 of the Amended and Restated Articles of Association of the Company in relation to the requisite quorum at shareholders meetings; and |
(3) To transact such other business as may properly come before the Meeting or any adjournment thereof. |
Shareholders of record at the close of business on May 6, 2008, are entitled to notice of, and to vote at the Meeting. All shareholders are cordially invited to attend the Meeting in person. Joint holders of shares should take note that, pursuant to our Articles of Association, the vote of the senior of joint holders of any share who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other holder(s) of the share.
Shareholders who are unable to attend the Special Meeting in person are requested to complete, date and sign the enclosed form of proxy and return it promptly in the pre-addressed envelope provided, so as to be received not later than seventy-two (72) hours before the Meeting. No postage is required if mailed in the United States.
| By Order of the Board of Directors Meir Lipshes Chairman of the Board of Directors |
May 8, 2008
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TTI TEAM TELECOM INTERNATIONAL LTD.
12 Amal Street
Rosh Ha’ayin, Israel
PROXY STATEMENT
This Proxy Statement is being furnished to the shareholders of TTI Team Telecom International Ltd. (“we”, “TTI” or the “Company”) in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Special General Meeting of Shareholders (the “Meeting” or the “Special Meeting”) to be held on Thursday, June 12, 2008, at 5:00 p.m., and at any adjournment thereof. This Proxy Statement and the accompanying form of proxy are first being mailed to our shareholders on or about May 8, 2008.
Purpose of the Special Meeting
The agenda of the Special Meeting will be as follows:
(1) To approve the grant to Meir Lipshes, the Chairman of the Board of Directors of the Company and the Chief Executive Officer of the Company, of an annual bonus for the year 2007; |
(2) To approve an amendment to Article 26 of the Amended and Restated Articles of Association of the Company in relation to the requisite quorum at shareholders meetings; and |
(3) To transact such other business as may properly come before the Meeting or any adjournment thereof. |
Recommendation of the Board of Directors
Our Board of Directors recommends a vote FOR approval of the proposal set forth in this Proxy Statement.
Record Date; Outstanding Securities; Quorum
Only holders of record of our shares at the close of business on May 6, 2008, the record date for the Meeting, are entitled to notice of, and to vote at, the Special Meeting. We had 16,003,155 Ordinary Shares, NIS 0.50 nominal value each (“Ordinary Shares”), and 2,936,389 Series A Preferred Shares, NIS 0.50 nominal value each (“Series A Preferred Shares”), outstanding on April 27, 2008.
Each Ordinary Share and each Series A Preferred Share outstanding on the record date will entitle its holder to one vote upon each of the matters to be presented at the Special Meeting.
A quorum must be present in order for the Special Meeting to be held. According to our Amended and Restated Articles of Association (the “Articles of Association”), the quorum at the Meeting shall be two shareholders present in person or by proxy, holding or representing at least a majority of the total voting rights in the Company. If within one hour from the time established for the commencement of the Meeting a quorum is not present, the Meeting shall stand adjourned to the same day in the next week, June 19, 2008 at the same time and place or, if the Chairman of the Board of Directors of the Company so determines, with the consent of a majority of the shares represented at the Meeting, in person or by proxy, and voting on the question of adjournment, to such other day, time and place as shall be so determined. This notice shall serve as notice of such adjourned meeting if no quorum is present at the original date and time, and no further notice of the adjourned meeting will be given to shareholders. If, at such adjourned meeting, a quorum is not present within half an hour from the time appointed for holding the meeting, any two shareholders present in person or by proxy shall constitute a quorum.
Abstentions and broker non-votes are counted as shares present for determination of a quorum. For purposes of determining whether a matter is approved by the shareholders, abstentions and broker non-votes will not be treated as either votes “for” or “against” the matter.
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Proxies
Proxies for use at the Special Meeting are being solicited by the Board of Directors of the Company. Proxies are being mailed to shareholders on or about May 8, 2008 and will be solicited primarily by mail; however, certain of the Company’s officers, directors, employees and agents, none of whom will receive additional compensation therefor, may solicit proxies by telephone, telegram or other personal contact. The Company will bear the cost of the solicitation of proxies, including the cost of preparing, assembling and mailing the proxy material, and will reimburse the reasonable expense of brokerage firms and others for forwarding material to the beneficial owners of our shares.
All shares represented by properly executed proxies received by the Company seventy-two (72) hours prior to the Meeting will, unless such proxies have been previously revoked, be voted at the Special Meeting in accordance with the directions on the proxies. If no direction is indicated on the properly executed proxy, the shares will be voted in favor of the matters described above. If any other matters are properly presented for action at the Meeting (which is not anticipated), the proxy holders will vote (which authority is conferred to such holders to vote on such matters by the proxies) in accordance with their best judgment. A shareholder returning a proxy may revoke it at any time up to one hour prior to commencement of the Meeting by communicating such revocation in writing to the Company’s Chief Financial Officer or by executing and delivering a later-dated proxy. In addition, any person who has executed a proxy and is present at the Special Meeting may vote in person instead of by proxy, thereby canceling any proxy previously given, whether or not written revocation of such proxy has been given. Any written notice revoking a proxy should be sent to TTI Team Telecom International Ltd., 12 Amal Street, Afek Park, Rosh Ha’ayin, Israel, Attention: Israel (Eli) Ofer, Chief Financial Officer.
Security Ownership
Major Shareholders
Set forth below is information known to us concerning our shareholders that are the beneficial owners of 5% or more of outstanding ordinary shares or preferred shares as of April 27, 2008:
| Name of shareholder | Number of ordinary shares held | Percentage of our outstanding ordinary shares * | Number of preferred shares held | Percentage of our outstanding preferred shares ** | Total shares beneficially owned *** | Percentage of our outstanding share capital**** | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shlomo Eisenberg (1)(2)(3) | 4,379,142 | 27.4 | % | -- | -- | 4,379,142 | 23.1 | % | ||||||||||||
| Neuberger & Berman (4)(5) | 1,180,332 | 7.4 | % | 1,799,995 | 61.3 | % | 3,980,325 | 21.0 | % | |||||||||||
| Rima Management, LLC and Richard Mashaal (6) | 1,104,705 | 8.3 | % | 227,300 | 7.7 | % | 1,332,005 | 7.7 | % | |||||||||||
| S Squared Technology (7) | 363,637 | 2.3 | % | 909,091 | 30.9 | % | 1,272,728 | 6.7 | % | |||||||||||
* Based on an aggregate of 16,003,155 ordinary shares outstanding as of April 27, 2008.
** Based on an aggregate of 2,936,391preferred shares outstanding as of April 27, 2008.
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*** Includes shares underlying options or warrants held by such person that are exercisable within 60 days. Ordinary shares deemed beneficially owned by virtue of the right of any person or group to acquire such ordinary shares within 60 days are treated as outstanding only for purposes of determining the percent owned by such person or group.
**** Based on an aggregate of 18,939,546 ordinary and preferred shares outstanding as of April 27, 2008.
| (1) | Shlomo Eisenberg holds 744,836 ordinary shares, 67,468 ordinary shares through a wholly owned corporation, and his wife, Tirza Eisenberg, holds 188,912 ordinary shares. In addition, Mr. Eisenberg, directly and indirectly (through a wholly owned corporation), owns approximately 13.3% of Team Computers and Systems Ltd. and is also a member of the controlling group of shareholders of Arad Investments and Industrial Development Ltd. Therefore, Mr. Eisenberg may be deemed to beneficially own the ordinary shares held by Arad, Team Computers and Team Software Industries Ltd. (see below). Mr. Eisenberg disclaims any such beneficial ownership. |
| (2) | Arad, directly and indirectly (through a wholly owned corporation), holds 3,227,476 ordinary shares. In addition, Arad owns 47.6% of Team Computers and, therefore, may be deemed to beneficially own the ordinary shares held by Team Computers and Team Software. Arad disclaims any such beneficial ownership. Arad is an Israeli company whose shares are publicly traded on the Tel Aviv Stock Exchange. |
| (3) | Team Software holds 145,150 ordinary shares. Team Computers holds 5,300 ordinary shares. Since Team Computers holds 100% of the issued and outstanding shares of Team Software, it may be deemed to beneficially own the ordinary shares held by Team Software. Team Computers, an Israeli company whose shares are publicly traded on the Tel Aviv Stock Exchange, is a large computer vendor in Israel. In addition, as of March 17, 2008, Meir Lipshes, the Chairman of our board of directors and CEO, owned approximately 6.4% of Team Computers’ shares. Mr. Lipshes disclaims any beneficial ownership. As of March 18, 2008, Meir Lipshes owned approximately 2.5% of our outstanding shares directly. |
| (4) | As of May 9, 2006, based on a Schedule 13D/A filed by Neuberger & Berman with the SEC on May 25, 2006. Neuberger Berman, L.L.C., a Delaware limited liability company (“NB LLC”), serves as the investment adviser to LibertyView Special Opportunities Fund, L.P., a Delaware limited partnership (“LV Opportunities”), LibertyView Funds, L.P., a Delaware limited partnership (“LV Funds”), and certain other investment funds and accounts (together with LV Opportunities and LV Funds, the “Funds”). Neuberger Berman, Inc., a Delaware corporation (“NB Inc.”), serves as the sole owner and managing member of NB LLC. NB LLC may be deemed to beneficially own the ordinary shares directly held by the Funds and NB Inc. may be deemed to control NB LLC by virtue of its position as the sole owner and managing member of NB LLC. The 3,980,325 shares reported as beneficially owned by NB LLC include 1,180,332 ordinary shares, 1,799,995 Series A Preferred Shares, and 999,999 warrants to purchase ordinary shares which are exercisable within 60 days. |
| (5) | LV Opportunities holds 1,363,635 Series A Preferred Shares, and warrants to purchase 545,454 ordinary shares which are exercisable within 60 days, with an exercise price of $2.50 per share. LV Funds holds 909,090 Series A Preferred Shares, and warrants to purchase 363,636 ordinary shares which are exercisable within 60 days, with an exercise price of $2.50 per share. |
| (6) | As of December 31, 2007, based on a Schedule 13G filed by Rima Management, LLC and Richard Mashaal with the SEC on February 13, 2008. The Schedule 13G indicates that Rima Management, LLC and Richard Mashaal share voting and dispositive power as to the 1,332,005 ordinary shares (comprised of 227,300 Series A Preferred Shares and 90,920 warrants to purchase ordinary shares which are exercisable within 60 days, with an exercise price of $2.5 per share) . |
| (7) | As of December 31, 2007, based on a Schedule 13G/A filed by S Squared Technology, LLC with the SEC on January 17, 2008. The Schedule 13G/A indicates that S Squared Technology LLC, or SST, holds a total of 991,283 ordinary shares (out of which 708,059 Series A Preferred Shares and and warrants to purchase 283,224 ordinary shares which are exercisable within 60 days, with an exercise price of $2.50 per share ) and S Squared Technology Partners , LP , or SSTP, beneficially owns 281,445 ordinary shares (out of which 201,032 Series A Preferred Shares, and warrants to purchase 80,413 ordinary shares which are exercisable within 60 days, with an exercise price of $2.50 per share). Seymour L. Goldblatt, the President of each of SST and SSTP, and Kenneth A. Goldblatt, who beneficially own a majority of the interests in SST disclaim beneficially ownership of the ordinary shares held by SST and SSTP. |
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Security Ownership of Our Directors and Executive Officers
The following table details, as of April 27, 2008, the number of our ordinary shares owned (including the shares underlying options or warrants held by such person that are exercisable within 60 days) by our directors and executive officers:
| Name and Address | Number of Shares Owned | Percent of Shares Outstanding | ||||||
|---|---|---|---|---|---|---|---|---|
| Meir Lipshes (1) (2) | 551,563 | 2.9 | % | |||||
| All other directors and executive officers, as a group (consisting of | ||||||||
| 11 persons, other than Meir Lipshes) (3) | 145,334 | * | ||||||
| * | less than 1% of our outstanding ordinary shares. |
| (1) | Includes options exercisable into 75,000 ordinary shares, at an exercise price of $3 per share, which expire on October 15, 2008. |
| (2) | As of March 18, 2008, Team Computers and its wholly-owned subsidiary, Team Software Industries Ltd., beneficially owned 150,450 of our ordinary shares, representing approximately 0.8% of our outstanding share capital and voting rights. As of March 17, 2008, Meir Lipshes, the Chairman of our board of directors and our acting Chief Executive Officer, owned approximately 6.4% of Team Computers’ shares. Mr. Lipshes disclaims any beneficial interest in the ordinary shares owned by Team Software or Team Computers in us. |
| (3) | The number of shares owned consists solely of options exercisable into ordinary shares within 60 days. The options have exercise prices ranging from $3.5 per share to $8.0 per share, and expire between June 30, 2009 and January 10, 2011. |
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AGENDA OF THE SPECIAL MEETING
ITEM 1 – 2007 Bonus to Meir Lipshes
According to Sections 270(3) and 273 of the Israeli Companies Law, 5759-1999 (the “Companies Law”), the terms of compensation for directors generally require the approval of the audit committee, the board of directors and the general meeting of the shareholders, in that order.
Meir Lipshes serves as our Chief Executive Officer since December 2006 and as the Chairman of our Board of Directors since January 2005. In light of, among others, our financial performance in the year 2007, our Audit Committee and Board of Directors have approved the grant of a special cash bonus to Mr. Lipshes in the amount of NIS 510,696 (equating to approximately $148,000), reflecting an amount equal to six (6) times his monthly service fees. Our Board of Directors believes that the payment of the bonus to Mr. Lipshes is appropriate in light of his contribution and involvement in our operations during 2007.
It is therefore proposed that at the Meeting the following resolution be adopted:
| “RESOLVED, that the payment of the cash bonus to Mr. Lipshes as described in the Company’s Proxy Statement dated May 8, 2008, be, and it hereby is, approved.” |
Required Vote
Approval of this matter will require the affirmative vote of a majority of the shares present, in person or by proxy, and voting on the matter.
The Board of Directors recommends that the shareholders vote “FOR” the adoption of this resolution.
ITEM 2 – Amendment of Article 26 (Quorum)
The Companies Law provides that, unless otherwise set forth in the articles of association of a company, the requisite quorum for shareholder meetings is two or more shareholders who hold together at least 25% of the voting power of that company. According to Article 26(a) of our Articles of Association, a quorum in a general meeting of our shareholders consists of two or more holders of ordinary shares, present in person or by proxy, who hold together at least a majority of the voting power of our company.
We believe that a quorum of a majority of the voting power of our company is very high and exceeds the typical quorum in companies listed on Nasdaq, like us. By way of comparison, as a company whose shares are listed on the Nasdaq, we are required to have a quorum of not less than one third (33.33%) of our outstanding shares. We therefore propose to amend Article 26(a) in order to set a quorum of not less than one third (33.33%) of our outstanding shares.
| It is proposed that at the Meeting the following resolution be adopted: |
| “RESOLVED, that Article 26(a) of the Company’s Amended and Restated Articles of Association be, and it hereby is, replaced in its entirety with the following: |
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| “(a) Two or more members (not in default in payment of any sum referred to in Article 32(a) hereof), present in person or by proxy and holding shares conferring in the aggregate one third of the voting power of the Company (subject to rules and regulations, if any, applicable to the Company), shall constitute a quorum at General Meetings. No business shall be transacted at a General Meeting, or at any adjournment thereof, unless the requisite quorum is present when the meeting proceeds to business”. |
Required Vote
The amendment to our Articles of Association requires the affirmative vote of a majority of the shares present, in person or by proxy, and voting on the matter.
The Board of Directors recommends that the shareholders vote “FOR” the adoption of this resolution.
Other Matters
It is not anticipated that there will be presented at the Special Meeting any matters other than those on the agenda described above. If any other matters should come before the Meeting, the persons named on the enclosed proxy card will have discretionary authority to vote all proxies in accordance with their best judgment.
| By Order of the Board of Directors Meir Lipshes Chairman of the Board of Directors |
May 8, 2008
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