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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
FORM 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Commission file number 000-26495
COMMTOUCH SOFTWARE LTD.
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(Exact name of Registrant as specified in its charter and translation of
Registrant's name into English)
Israel
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(Jurisdiction of incorporation or organization)
6 Hazoran Street
Poleg Industrial Park, P.O. Box 8511
Netanya 42504, Israel
011-972-9-863-6888
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(Address of principal executive offices)
Sunil Bhardwaj, Chief Financial Officer
2029 Stierlin Court
Mountain View, CA 94043
650-864-2000
(name, address, including zip code, and telephone number,
including area code of agent for service of process)
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Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
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N/A None
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Ordinary Shares, par value NIS 0.05 per share
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(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
None
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Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the annual
report (December 31, 2000).
Ordinary Shares, par value NIS 0.05 16,925,022
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17 [_] Item 18 [X]
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PART III
Item 18. Financial Statements
(a) (1) Financial Statements
Page
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Report of Independent Auditors ................................ F-1
Consolidated Balance Sheets ................................... F-2
Consolidated Statements of Operations ........................ F-3
Statement of Changes in Shareholders' Equity ................. F-4
Consolidated Statements of Cash Flows ......................... F-5
Notes to Consolidated Financial Statements .................... F-6
(a) (2) Financial Statement Schedule:
The following financial statement schedule of Commtouch Software Ltd. for each
of the three years in the period ended December 31, 2000 is filed as part of the
Annual Report and should be read in conjunction with the consolidated financial
statements of Commtouch Software, Ltd.
Schedule II --Valuation and Qualifying Accounts
Schedules not listed above have been omitted because the information required to
be set forth therein is not applicable or is shown in the consolidated financial
statements or notes thereto.
(b) Exhibits
The exhibits to this report are listed in the exhibit index attached hereto.
EXHIBIT INDEX
Exhibit
Number Description of Document
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3.1 Memorandum of Association of the Registrant.(1)
3.2 Articles of Association of the Registrant.(6)
4.1 Specimen Certificate of Ordinary Shares.(1)
4.2 Amended and Restated Registration Rights Agreement dated as of
April 19, 1999.(1)
4.2.1 Amendment No. 1 to Amended and Restated Registration Rights
Agreement dated as of December 29, 1999.(4)
4.2.2 Amendment No. 2 to Amended and Restated Registration Rights
Agreement dated as of March 10, 2000.(5)
4.3 Form of Tag-Along Rights (Right of First Refusal and Co-Sale)
Agreement dated as of December 23, 1998.(1)
4.4 Form of Drag-Along Letter dated as of April 15, 1999.(1)
4.5 Ordinary Shares Purchase Agreement between Commtouch Software
Ltd. and Torneaux Fund Ltd., dated January 23, 2001.(9)
4.6 Amended and Restated Merger and Exchange Agreement dated November
24, 2000 among Commtouch Software Ltd., Commtouch Inc., CW
Acquisition Corporation, Wingra, Incorporated, the holder of
certain of the outstanding capital stock of Wingra, Incorporated,
and the holders of all the outstanding membership interests in
Wingra Technologies, LLC other than that owned by Wingra,
Incorporated.(10)
4.7 Registrant hereby agrees to furnish the Securities and Exchange
Commission, upon request, with the instruments defining the
rights of holders of long-term debt of the registrant with
respect to which the total amount of securities authorized does
not exceed 10% of the total assets of the Registrant.
10.1 Registrant's 1996 CSI Stock Option Plan and forms of agreements
thereunder.(1)
10.2 Registrant's form of Stock Option Agreement for Israeli
Employees.(1)
10.3 Registrant's 1999 Stock Option Plan and form of agreement
thereunder.(1)
10.4 Commtouch Software Ltd. 1999 Nonemployee Directors Stock Option
Plan.(1)
10.4.1 Amendment to Commtouch Software Ltd. 1999 Nonemployee Directors
Stock Option Plan.(7)
10.5 Commtouch Software Ltd. 1999 Employee Stock Purchase Plan and
forms thereunder.(1)
10.6 Sublease between ASCII of America, Inc. and Commtouch for
Commtouch's offices in Santa Clara, California, dated December
16, 1998.(1)
10.7 Lease between DeAnza Building and Commtouch for Commtouch's
offices in Sunnyvale, California, dated February 5, 1996, as
amended.(1)
10.8 Form of Letter Agreement between the Registrant and U.S. Bancorp
Piper Jaffray.(2)
10.9 Form of Customized Web-based Email Service Agreement by and
between Go2Net, Inc. and the Registrant.(3)
10.9.1 Form of Share Warrant for Go2Net, Inc. to purchase ordinary
shares of the Registrant.(3)
10.9.2 Form of Share Warrant for Microsoft Corporation to purchase
ordinary shares of the Registrant dated October 26, 1999.(4)
10.9.3 Amendment dated December 29, 1999 to Form of Share Warrant for
Microsoft Corporation to purchase ordinary shares of the
Registrant.(4)
10.9.4 Lockup Agreement between the Registrant and Microsoft Corporation
dated December 29, 1999.(4)
10.10 Form of Share Purchase Agreement by and among the Registrant,
Go2Net, Inc. and Vulcan Ventures Incorporated.(3)
10.10.1 Form of Registration Rights Agreement by and among the
Registrant, Go2Net, Inc. and Vulcan Ventures Incorporated.(3)
10.10.2 Form of Letter Agreement between the Registrant and Selling
Security holders extending deadline for SEC registration.(4)
10.11 Commtouch Software Ltd. 1999 Section 3(I) Share Option Plan.(8)
10.12 Office Lease between EOP-Shoreline Technology Park, L.L.C. and
Commtouch Software, Inc. dated October 28, 1999.(11)
10.13 Agreement of Commercial Lease between Am-Ram Pituah Drom Netanya
(South Netanya Development) Ltd. as Lessor and Comtouch Software
Ltd. as Lessee dated June 3, 2000 for premises in Netanya,
Israel.*
21 Subsidiaries of the Company.
23 Consent of Kost, Forer & Gabbay, independent auditors (revised).*
99.1 Press Release of the Registrant, dated July 7, 1999.(2)
99.2 Memorandum of Understanding between the Registrant, Go2Net, Inc.
and Vulcan Ventures Incorporated, dated July 7, 1999.(2)
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(1) Incorporated by reference to similarly numbered exhibit in Amendment
No. 1 to Registration Statement on Form F-1 of Commtouch Software
Ltd., File No. 333-78531.
(2) Incorporated by reference to similarly numbered exhibit in Amendment
No. 4 to Registration Statement on Form F-1 of Commtouch Software
Ltd., File No. 333-78531.
(3) Incorporated by reference to similarly numbered exhibit in Amendment
No. 5 to Registration Statement on Form F-1 of Commtouch Software
Ltd., File No. 333-78531.
(4) Incorporated by reference to similarly numbered exhibit in Amendment
No. 1 to Registration Statement on Form F-1 of Commtouch Software
Ltd., File No. 333-89773.
(5) Incorporated by reference to similarly numbered exhibit in Amendment
No. 2 to Registration Statement on Form F-1 of Commtouch Software
Ltd., File No. 333-89773, filed March 28, 2000.
(6) Incorporated by reference to Exhibit 2 to Report on Form 6-K for the
month of August 2000.
(7) Incorporated by reference to Exhibit 3 to Report on Form 6-K for the
month of August 2000.
(8) Incorporated by reference to Exhibit 10.2 to Registration Statement on
Form S-8 No. 333-94995.
(9) Incorporated by reference to Exhibit 2 to Report on Form 6-K for the
month of January 2001.
(10) Incorporated by reference to Exhibit 3 to Report on Form 6-K for the
month of January 2001.
(11) Incorporated by reference to Exhibit 1 to Report on Form 6-K for the
month of January 2001.
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* Filed herewith all other exhibits previously filed.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this amendment to annual report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COMMTOUCH SOFTWARE LTD.
By: /s/ Sunil Bhardwaj
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Sunil Bhardwaj
Chief Financial Officer
May 22, 2001