UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)August 6, 2014
BLUEPHOENIX SOLUTIONS LTD.
(Exact name of registrant as specified in its charter)
| ISRAEL | | 333-06208 | | N/A |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 601 Union Street, Suite 4616, Seattle WA | | 98101 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code(206) 395-4152
Not Applicable.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12)
☐Pre-commencement communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))
☐ Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))
Section 8 - Other Events
Item 8.01. Other Events
On August 6, 2014, Blue Phoenix Solutions (NASDAQ: BPHX) issued a press release announcing that BluePhoenix Solutions (NASDAQ: BPHX) and Sophisticated Business Systems, Inc. (“ATERAS”), today announced entry into a definitive merger agreement (dated August 5, 2014) (the “Merger Agreement”) pursuant to which Ateras and a wholly-owned subsidiary of BluePhoenix would merge. The agreement is an all-stock transaction in which BluePhoenix will issue approximately 6.2M shares to ATERAS shareholders in exchange for 100 percent of ATERAS’ shares. The merger agreement between BluePhoenix and ATERAS is subject to shareholder approval, regulatory review and other material customary conditions and is expected to close during the 4th Quarter between the parties.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | | Press Release, dated August 6, 2014, entitled BLUEPHOENIX AND ATERAS MERGE TO CREATE ‘MODERN SYSTEMS’ |
SIGNATURES
PursuanttotherequirementsoftheSecuritiesExchangeActof1934,theregistranthasdulycausedthisreporttobesignedon itsbehalfbytheundersigned,thereuntodulyauthorized.
| | BLUEPHOENIX SOLUTIONS LTD |
| | (Registrant) |
| | | |
| DateAugust 6, 2014 | By | /s/ Rick Rinaldo |
| | | Rick Rinaldo |
| | | CFO |
Exhibit
Number | | Description |
| 99.1 | | Press Release, dated August 6, 2014, entitled BLUEPHOENIX AND ATERAS MERGE TO CREATE ‘MODERN SYSTEMS’ |
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