October 3, 2005
Mail Stop 4561
Meir Lipshes
Director
TTI Team Telecom International Ltd.
7 Martin Gehl Street
Kiryat Aryeh, Petach Tikva 49512
ISRAEL
Re: TTI Team Telecom International Ltd.
Registration Statement on Form F-3
Filed September 7, 2005
File No. 333-128138
Dear Mr. Lipshes:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Selling Shareholders
1. Please describe the transaction(s) within the past three years
in
which the selling shareholders acquired the shares being sold in
this
prospectus. Please include the specific names, dates, and terms
of
the transactions and the amounts paid for the shares. Advise as
to
the exemption from the registration requirements of the Securities
Act of 1933 claimed for the transaction(s). In this regard,
please
also disclose any relationship that any of the selling
shareholders
may have had with the company or its affiliates within the past
three
years, as required by Item 9.D.1 of Form 20-F.
2. Confirm that no selling shareholder is a registered broker-
dealer
or an affiliate of a registered broker-dealer. If any selling
shareholders are a registered broker-dealer, please disclose how
the
broker-dealer obtained the securities (e.g. compensation for
investment banking services). If any are affiliated with a
registered broker-dealer, state whether the selling shareholder
acquired the securities to be resold in the ordinary course of
business and had any agreements or understandings, directly or
indirectly, with any person to distribute the securities at the
time
of purchase.
Exhibits
3. Please file (or incorporate by reference) any purchase
agreements
relating to the sale of securities to the selling shareholders.
********************************************
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
Please contact Hugh Fuller at (202) 551-3853 or me at (202)
551-3735 with any other questions.
Sincerely,
Barbara C. Jacobs
Assistant Director
CC: Mark S. Selinger
McDermott Will & Emery LLP
50 Rockefeller Plaza
New York, NY 10020
Fax No. (212) 547-5444