FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For November 19, 2007
BLUEPHOENIX SOLUTIONS LTD.
(Translation of Registrant’s Name into English)
8 Maskit Street, Herzlia 46120, Israel
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-Fx Form 40-Fo
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yeso Nox
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-.....................
This report on Form 6-K is hereby incorporated by reference in the Registration Statements on Form F-3 (Registration No. 333-116044 and 333-133330) as amended, filed by BluePhoenix Solutions Ltd. under the Securities Act of 1933, to the extent not superseded by documents or reports subsequently filed by BluePhoenix Solutions Ltd. under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Attached to the Registrant’s Form 6-K for November 19, 2007 and incorporated by reference herein is the Registrant’s immediate report dated November 19, 2007.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BLUEPHOENIX SOLUTIONS LTD. (Registrant) By: /s/ Yael Peretz —————————————— Yael Peretz General Counsel |
Dated: November 19, 2007
BLUEPHOENIX SOLUTIONS RAISES $35 MILLION IN PRIVATE
PLACEMENT OF COMMON STOCK AND WARRANTS
HERZLIYA, Israel – November 19, 2007 – BluePhoenix Solutions (NASDAQ: BPHX), the leader in value-driven legacy modernization, today announced that it has entered into a Securities Purchase Agreement with institutional investors pursuant to which BluePhoenix agreed to raise $35 million through the sale of 2,000,000 ordinary shares at a purchase price of $17.50 per share. Investors will also receive 800,000 warrants to purchase ordinary shares that will have a term of five years and are exercisable at a price of $21.88. The net proceeds of the offering, which will strengthen the Company’s balance sheet, will be used for the repayment of debt, for potential acquisitions and for working capital. The Company anticipates closing the transaction on or prior to November 26, 2007.
The common stock issued in the private placement has not been registered under the Securities Act of 1933, as amended, and may not be subsequently offered or sold by the investors in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements. BluePhoenix Solutions has agreed to file a registration statement covering the resale by the investors of the common stock issued in the private placement.
“We are pleased with the high level of interest in the Company shown in connection with this offering,” said Arik Kilman, CEO of BluePhoenix Solutions. “We expect that this round of financing will enable us to more effectively pursue our growth strategy and better position us to tap the growing market for legacy modernization.”
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About BluePhoenix Solutions (www.bphx.com)
BluePhoenix Solutions (NASDAQ: BPHX) is a leading provider of value-driven modernization solutions for legacy information systems. BluePhoenix offerings include a comprehensive suite of tools and services from global IT asset assessment and impact analysis to automated database and application migration, rehosting, and renewal. Leveraging over 20 years of best-practice domain expertise, BluePhoenix works closely with its customers to ascertain which assets should be migrated, redeveloped, or wrapped for reuse as services or business processes, to protect and increase the value of their business applications and legacy systems with minimized risk and downtime.
BluePhoenix provides modernization solutions to companies from diverse industries and vertical markets such as automotive, banking and financial services, insurance, manufacturing, and retail. Among its prestigious customers are: Aflac, Citigroup, DaimlerChrysler, Danish Commerce and Companies Agency, Lawson Products, Los Angeles County Employees Retirement Association, Merrill Lynch, Rabobank, Rural Servicios Informáticos, SDC Udvikling, and TEMENOS. BluePhoenix has 15 offices in the USA, UK, Denmark, Germany, Italy, France, The Netherlands, Romania, Russia, Cyprus, South Korea, Australia, and Israel.
SAFE HARBOR:Certain statements contained in this release may be deemed forward-looking statements, with respect to plans, projections, or future performance of the Company, the occurrence of which involves certain risks and uncertainties that could cause actual plans to differ materially from these statements. These risks and uncertainties include but are not limited to: market demand for the Company’s tools, successful implementation of the Company’s tools, competitive factors, the ability to manage the Company’s growth, the ability to recruit and retrain additional software personnel, and the ability to develop new business lines. This press release is also available at www.bphx.com. All names and trademarks are their owners’ property.
Company Contact | Investor Contact |
Varda Sagiv | Paul Holm |
BluePhoenix Solutions | H.L. Lanzet |
+972-9-9526100 | +1212-888-4570 |
vsagiv@bphx.com | paulmholm@gmail.com |