SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December 2007
VIRYANET LTD.
(Translation of registrant’s name into English)
8 HaMarpe St.
Har Hotzvim
P.O. Box 45041
Jerusalem 91450
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-F x Form 40-F ¨
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.
Yes x No ¨
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
Announcement regarding new equity and note financing transaction:
ViryaNet (OTCBB: VRYAF.OB), a leading provider of solutions that automate business processes for mobile workforce management and field service delivery, today reported that it had signed an agreement with a group of new investors to raise $1.2 million in a financing transaction which includes a combination of equity and convertible notes financing. The investment consists of (i) equity financing of $600,000 in the Company’s Ordinary Shares at a purchase price of $1.65 per Ordinary Share, (ii) a non-interest bearing convertible note of up to $600,000 at an exercise price of $1.65 per Ordinary Share, which is not subject to repayment by the Company and may be converted into Ordinary Shares at the discretion of the new investors at any time, and (iii) the issuance of warrants to the new investors to invest an aggregate of $1,200,000 in the Company’s Ordinary Shares at an exercise price of $2.00 per share, exercisable within 3 years after the issuance thereof, with 50% of these warrants amounts being callable by the Company when all shares issued in connection with this investment are registered with the SEC. The Company has agreed to use best efforts to register all securities underlying this investment within 180 days of the closing of the investment.
The Company has signed and consummated under the initial closing the funds related to the equity investment and approximately $161,000 of the loan under the note, as the shares issued in connection with the equity investment and which may be issued in connection with the conversion of the approximately $161,000 of the loan represent less than 20% of the issued share capital of the Company, and as such this portion of the transaction is not subject to shareholders’ approval. The balance of the note for approximately $439,000 and the issuance of the warrants to the new investors requires the approval of the Company’s shareholders, since the issuance, on the aggregate, of more than 20% of the Company’s issued share capital requires shareholders’ approval. The Company will request at the Company’s next annual shareholders meeting that the Company’s shareholders authorize the Company’s Board of Directors to consummate the remaining portions of the financing transaction. The Company expects to schedule the next annual shareholders meeting for no later than January 31, 2008.
As of December 21, 2007, the Company has 2,671,674 shares outstanding, comprised of 2,344,876 Ordinary Shares and 326,798 Preferred A Shares outstanding (with each Preferred A Share having the same voting rights as Ordinary Shares and may be converted, at the discretion of the holder thereof, into one Ordinary Share at any time).
About ViryaNet
ViryaNet provides packaged industry solutions that intelligently guide, automate, and optimize both simple and complex field service work, resulting in operational excellence. ViryaNet’s solutions specialize in the functions of scheduling and dispatching resources and enabling mobile field communication. Embedding industry best practices and utilizing a powerful workflow engine, web architecture, and visibility suite, the ViryaNet solutions allow companies to outperform their competition, better the customer experience, improve financial performance, and address regulatory compliance. ViryaNet possesses a 20-year history in the field service space, a vast number of customers across a variety of industries, and strong partnerships with leading platform and system integration companies. Headquartered in Southborough, MA, ViryaNet enjoys a worldwide presence with offices and customers located in North America, Europe, and the Pacific Rim. For more information, visit ViryaNet at www.viryanet.com.
Safe Harbor Statement
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding ViryaNet’s expectations, beliefs, intentions, or strategies regarding the capabilities of its products, its relationships with its customers, its customer purchases, its future operational plans and objectives including integration of other businesses, its future business prospects, its future financial performance, its future cash position, and its future prospects for profitability. All forward-looking statements included in this document are based upon information available to ViryaNet Ltd. as of the date hereof, and ViryaNet Ltd. assumes no obligation to update any such forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected. These and other risks relating to ViryaNet’s business include market acceptance of and demand for the Company’s products, risks associated with a slow-down in the economy, risks associated with the financial condition of the company’s customers, risks associated with competition and competitive pricing pressures, risks associated with increases in costs and operating expenses, risks in technology development and commercialization, the risk of operating losses, risks in product development, risks associated with international sales, and other risks that are set forth in ViryaNet’s Form 20-F, dated August 29, 2007, and the other reports filed from time to time with the Securities and Exchange Commission. Reported results should not be considered an indication of future performance. You should not place undue reliance on these forward-looking statements, which speak only as the date hereof. ViryaNet disclaims any obligation to publicly update or revise any such forward-looking statements to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
SIGNATURES
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.
VIRYANET LTD.
Date: December 21, 2007
By: /s/ ALBERT A. GABRIELLI
Name: Albert A. Gabrielli
Title: Chief Financial Officer