As filed with the Securities and Exchange Commission on April 26, 2001.
Registration Statement No. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form F-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED
(Exact name of Registrant as specified in its Charter and Translation of
Registrant's Name into English)
Israel None
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
33 Jabotinsky Street
Ramat Gan, Israel
972-3-751-0007
(Address and Telephone Number of Registrant's Principal Executive Offices)
Brown Raysman Millstein Felder & Steiner LLP
120 West 45th Street
New York, New York 10036
Attention: David M. Warburg, Esq.
(Name, Address and Telephone Number of Agent for Service)
Copies of all communications to be sent to:
DAVID M. WARBURG, ESQ. IAN ROSTOWSKY, ADV.
Brown Raysman Millstein Felder & Steiner LLP Efrati, Galili & Co.
120 West 45th Street 6 Wissotsky Street
New York, New York 10036 Tel Aviv, 62338, Israel
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
==============================================================================================================
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Aggregate Offering Aggregate Offering Amount of
Registered Registered Price Per Share (1) Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------------
Ordinary Shares, par 1,479,999 $1.965 $2,908,198.04 $727.05
value NIS 0.003 per
share
(1) Estimated pursuant to Rule 457(c) for the purpose of computing the
registration fee, based on the average high and low trading prices of the
Ordinary Shares, as quoted on the Nasdaq SmallCap Market, on April 20, 2001.
The Registrant hereby amends this Registration Statement on each date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that the Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED
CROSS REFERENCE SHEET
Furnished Pursuant to Rule 404(a) and Item 501(b) of Regulation S-K
Registration Statement Item Location of Caption in
Number and Caption Prospectus
- ------------------ ----------
1. Forepart of Registration Statement and Outside Facing Page of the Registration
Front Cover Page of Prospectus Statement; Cross Reference Sheet; Outside
Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Inside Front Cover Page of Prospectus;
Prospectus Outside Back Cover Page of Prospectus
3. Summary Information, Risk Factors and Ratio of Risk Factors
Earnings to Fixed Charges
4. Use of Proceeds Plan of Distribution
5. Determination of Offering Price Plan of Distribution
6. Dilution *
7. Selling Security Holders Selling Shareholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Incorporation by Reference
10. Interests of Named Experts and Counsel *
11. Material Changes *
12. Incorporation of Certain Information by Reference Incorporation by Reference
13. Disclosure of Commission Position on Indemnification for *
Securities Act Liabilities
___________________
* Item omitted because not applicable.
ii
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
COMPANY MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND THE COMPANY IS NOT SOLICITING OFFERS TO
BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED.
PROSPECTUS -- SUBJECT TO COMPLETION, DATED APRIL 26, 2001
I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED
1,479,999 ORDINARY SHARES
The shares offered in this prospectus involve a high degree of risk. You should
carefully consider the "Risk Factors" referenced on page 5 in determining
whether to purchase the I.I.S. Intelligent Information Systems Limited Ordinary
Shares.
Some of the Ordinary Shares subject of this prospectus are being offered by CDC
Holdings Ltd., Armour Investments Ltd., Industrial Systems & Equipment Co., Meir
Noga and Nachum Ezra (each, a "Purchaser," and collectively, the "Purchasers")
who have converted debentures (the "Debentures") or exercised warrants (the
"Warrants") to purchase our Ordinary Shares as described in this prospectus.
Pursuant to a securities purchase agreement between the Purchasers and us, the
terms of which were agreed on December 20, 2000 (the "Purchase Agreement"), we
issued to the Purchasers Debentures in an aggregate principal amount of
$3,000,000 and Warrants to acquire an aggregate of 300,000 Ordinary Shares. For
additional information, you should refer to the sections entitled "Selling
Shareholders" and "Plan of Distribution" on page 11 and 12. The Company will not
receive any proceeds from the sale of the Ordinary Shares issuable upon the
conversion of the Debentures by the converting shareholders. The Company will
receive from the exercising shareholders the exercise price of the Warrants upon
exercise of which the Ordinary Shares are issuable, but will not receive any
proceeds from the sale of the Ordinary Shares by the exercising shareholders.
Some of the Ordinary Shares subject of this prospectus are being offered by
Eastek Embedded Systems (Meitav) Ltd. ("Eastek") and its primary shareholder,
Mr. Danny Shavit ("Mr. Shavit"). On November 30, 2000, we entered into a
purchase and assignment agreement (the "Purchase and Assignment Agreement") with
Eastek, an Israeli based software company, and Eastek's founder, Mr. Shavit, to
acquire all the assets of Eastek. Under the terms of the Purchase and Assignment
Agreement, we issued 60,000 of the Company's Ordinary Shares to Eastek as
partial consideration for the acquisition and may deliver an additional 20,000
Ordinary Shares to Eastek on the first anniversary of the acquisition if certain
conditions are met.
In connection with our acquisition of Eastek, we hired Mr. Shavit to serve as
Chief Technology Officer of the Company. On November 30, 2000, we entered into
an employment agreement (the "Employment Agreement") with Mr. Shavit under the
terms of which we issued 100,000 of the Company's Ordinary Shares to Mr. Shavit.
Subject to certain conditions, the Ordinary Shares will be delivered to Mr.
Shavit in installments of 30,000, 35,000 and 35,000 Ordinary Shares on the
first, second and third anniversaries of the acquisition respectively. The
Company will not receive any proceeds from the sale of the Ordinary Shares held
by Eastek or Mr. Shavit. For additional information, you should refer to the
sections entitled "Selling Shareholders" and "Plan of Distribution" on page 11
and 12.
I.I.S. Intelligent Information Systems Limited's Ordinary Shares are quoted on
the Nasdaq SmallCap Market under the symbol "IISL." On April 20, 2001 the last
sale price of the Ordinary Shares on the Nasdaq SmallCap Market was $2.00 per
share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATOR NOR THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS APPROVED OR
DISAPPROVED THE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April 26, 2001
1
================================================================================
1,479,999
I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED
Ordinary Shares
--------------------------
PROSPECTUS
--------------------------
April 26, 2001
Table of Contents
Section Page
- ------- ----
The Company 4
Risk Factors 5
Selling Shareholders 11
Plan of Distribution 12
Legal Matters 14
Experts 14
Where You Can Find Additional Information 14
Incorporation by Reference 15
================================================================================
2
SOME OF THE STATEMENTS WE HAVE MADE IN THIS PROSPECTUS UNDER THE SECTIONS
ENTITLED "RISK FACTORS" AND "THE COMPANY" CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE SECURITIES LAWS. THESE FORWARD-LOOKING
STATEMENTS ARE BASED ON OUR CURRENT EXPECTATIONS AND ARE SUSCEPTIBLE TO A NUMBER
OF RISKS, UNCERTAINTIES AND OTHER FACTORS, AND OUR ACTUAL RESULTS, PERFORMANCE
AND ACHIEVEMENTS MAY DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
WE WILL NOT UNDERTAKE AND SPECIFICALLY DECLINE ANY OBLIGATION TO PUBLICLY
RELEASE THE RESULTS OF ANY REVISIONS WHICH MAY BE MADE TO ANY FORWARD-LOOKING
STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS
OR TO REFLECT THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED EVENTS. IN
ADDITION, IT IS OUR POLICY GENERALLY NOT TO MAKE ANY SPECIFIC PROJECTIONS AS TO
FUTURE EARNINGS, AND WE DO NOT ENDORSE ANY PROJECTIONS REGARDING FUTURE
PERFORMANCE THAT MAY BE MADE BY THIRD PARTIES.
TO FURTHER UNDERSTAND THE CONTEXT OF THE FORWARD-LOOKING INFORMATION PROVIDED IN
THIS PROSPECTUS AND IN OTHER REPORTS, PLEASE REFER TO THE SECTION CAPTIONED
"RISK FACTORS" IN THIS PROSPECTUS AND THE DISCUSSIONS OF RISK FACTORS AND OTHER
INFORMATION CONTAINED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION DURING THE PAST 12 MONTHS.
3
THE COMPANY
Until early 1999, we were engaged in the development, manufacture,
marketing and service of data communication and intelligent peripheral products
targeted at the International Business Machines ("IBM") midrange, IBM mainframe
and open systems computing environments.
In late 1998, we implemented a restructuring plan (the "Restructuring")
which resulted in the disposition of most of our assets, substantial changes in
our structure and a focus exclusively on Storage Area Network ("SAN")
Virtualization technology. Our Annual Report on Form 20-F for the fiscal year
ended December 31, 1997 contains information regarding our products prior to
completion (in early 1999) of the Restructuring.
With the ever-growing need for storage in computing systems, resulting
among other things from the wide applications of Internet and Intranet
technologies, coupled with the deployment of data warehouses and other decision
support systems, the structure of the storage industry is changing. Computer
storage is developing into a separate industry, with information technology
departments seeking to purchase storage systems independently from other efforts
to purchase computer equipment and upgrade their computing environments. An
additional cause of the phenomenal growth of installed storage is the increasing
dependency of users on storage systems that offer high availability and
protection from malfunctions and disasters. With the storage industry growing so
rapidly, there have been and presently exist new opportunities for innovative
storage solutions which address these needs.
In January 1999, StoreAge Network Technologies Ltd., an Israeli company
("StoreAge"), was organized as our wholly-owned subsidiary and commenced
development and marketing of products based on Virtual Volume SAN Controller
("VVSC") technology.
RECENT SIGNIFICANT DEVELOPMENTS
During November 2000, we acquired the assets of Eastek Ltd., a private
Israeli software company, to enhance our R&D capabilities in order to develop
synergetic software solutions for the SAN market.
On December 20, 2000, we entered into a securities purchase agreement to
raise $3 million through the issuance of convertible subordinated notes to
qualified investors.
On January 25, 2001, StoreAge completed its second round of financing,
raising a total of $25 million from strategic and institutional investors in a
private placement. We were an investor in the financing, investing a total of
$4.2 million. Following the consummation of the financing, we held 39% of the
outstanding shares of StoreAge.
4
RISK FACTORS
In addition to the information in this prospectus, you should carefully
consider the risks described below before making an investment decision. The
risks described below are not the only ones our company faces. Additional risks
not presently known to us or that we currently deem immaterial may also impair
our business operations.
Our business financial condition or results of operation could be
materially adversely affected by any of these risks. The trading price of our
common stock could decline due to any of these risks, and you may lose all or
part of your investment.
This prospectus also contains forward-looking statements that involve risks
and uncertainties. Actual results could differ materially from those anticipated
in the forward-looking statements as a result of certain factors, including the
risks described in this prospectus.
We Depend on StoreAge's Future Success For Continued Growth. We are very
dependent on the success of our StoreAge subsidiary for future profits. We
cannot assure you that StoreAge will prove commercially successful, or that our
investment in StoreAge will be profitable.
We have a History of Substantial Recurring Losses. We lost approximately
$4.8 million during the year ended December 31, 1999, $14.4 million during the
year ended December 31, 1998, $6.6 million during the year ended December 31,
1997, $25.2 million during the year ended December 31, 1996, and $18.8 million
during the year ended December 31, 1995. We lost approximately $0.99 million
during the nine-month period ended September 30, 2000. Our ability to achieve
profitable operations depends on, among other things, the successful marketing
of storage technology products which we have not yet introduced into the market.
However, we cannot assure you that we will become and stay profitable.
Our Future Capital Needs Could Adversely Affect Us if We are Unable to
Raise Additional Capital. Given the business levels we presently expect, we
believe that our existing cash on hand will be sufficient to meet our working
capital requirements, including normal capital expenditures, for at least the
next 12 months, and that StoreAge's existing cash on hand, including the net
proceeds of its recent private placement, will be sufficient to meet its working
capital requirements, including normal capital expenditures, for at least the
next 12 months. However, continued losses could reduce StoreAge's and/or our
working capital and cash equivalents, which could adversely affect StoreAge's or
our future operations unless we secure additional financing. If financing is not
available when required or is not available on acceptable terms, we may be
unable to develop or enhance our services, take advantage of business
opportunities or respond to competitive pressures.
Competition From Other Companies That Have Greater Resources Than We Do
Could Adversely Affect Us. The markets in which StoreAge's technology products
will be sold, especially the United States, are highly competitive. Most of our
competitors have substantially greater financial, technical and marketing
resources than we do.
5
Our Business Prospects May Suffer If StoreAge Is Unable To Keep Up With The
Rapid Technological Developments In The Storage Industry. The market for
StoreAge's products is characterized by rapidly changing technology and evolving
industry standards. The introduction of new technologies and the emergence of
new industry standards can render existing products obsolete and unmarketable.
StoreAge's ability to anticipate such changes and to develop and introduce
successfully new and enhanced products on a timely basis will be a very
significant factor in its ability to grow and to remain competitive. StoreAge
will need to make substantial expenditures (including commitments to pay
royalties) for research, development and introduction of new products. If
StoreAge is unable, for technological or other reasons, to develop products in
response to changes in the industry, its business and our prospects will be
materially and adversely affected. We cannot assure you that StoreAge will not
encounter technical or other difficulties that could delay the introduction of
new products in the future. If StoreAge is unable to introduce new products in
response to changes in the industry, StoreAge's business and the market price of
our Ordinary Shares will be materially and adversely affected.
If There Are Changes in StoreAge's Future Customers' Requirements, Its
Business May Suffer. The markets for computer and storage technology equipment
are changing rapidly and often unpredictably. Changes in customer requirements
and preferences, introduction or modification of new industry standards, or
variations in the relative cost-effectiveness of different storage technology
solutions could adversely affect its growth and future financial performance. If
future customer requirements differ from those projected by StoreAge, its future
product sales would be adversely affected.
Since We Have a Minority Ownership Interest in StoreAge, Our Interest in
StoreAge's Profits and Our Ability to Direct Its Business Affairs Are Limited.
Our interest in StoreAge was reduced during 1999 to a 58.6% ownership interest
and was further reduced following StoreAge's recently completed private
placement to a 39% ownership interest (and may be further reduced). Cisco
Systems, Inc., CDC Holdings Ltd., Morgan Keegan Entities, Genesis Partners,
Koonras Technologies Ltd., The Challenge Fund and Ophir Tech Ltd. (together, the
"Private Investors"), hold the remaining 61% ownership interest. Because we hold
a diminished percentage interest in StoreAge, our shareholders will also have a
smaller indirect interest in StoreAge. In addition, future financing needs of
StoreAge are likely to require additional private or public equity financing,
thus further diluting our shareholding percentage. The significant ownership
interest in StoreAge held by the Private Investors (which may be further
increased) and the rights granted to the Private Investors, including
preferences in liquidation and receipt of dividends, registration rights and
various negative covenants, will also reduce the flexibility that we will have
in the operation and any future disposition of StoreAge.
We Have Incurred Substantial Indebtedness. We have incurred substantial
indebtedness, in the form of the Debentures described herein. If a substantial
portion of the Debentures are not converted into Ordinary Shares, we will have
to repay the principal amount of the unconverted Debentures, plus interest. The
degree to which we are leveraged could have important consequences to our
shareholders, including the following: (i) our ability to obtain additional
financing in the future for acquisitions, general corporate purposes or other
purposes, may be impaired; (ii) a substantial portion of our available cash must
be dedicated to the payment of the principal of and interest on our existing
debt; (iii) the Debentures contain certain restrictive operating covenants; (iv)
we might be placed at a competitive disadvantage in comparison to certain less-
leveraged competitors; (v) the Debentures are subject to floating rates of
interest,
6
causing us to be vulnerable to increases in interest rates; and (vi) our
substantial degree of leverage could make us more vulnerable in the event of a
continued downturn in general economic conditions. The holders of the Debentures
have a floating charge on all of our assets, including our shares in StoreAge,
our primary asset, and thus have rights in those assets in the event of a
default under the terms of the Debentures, senior to the rights of our
shareholders.
Our Business Depends on a Limited Number of Key Personnel, the Loss of Whom
Could Adversely Affect Us. Our continued success depends to a significant extent
upon the performance of our senior executives. We do not maintain key-man life
insurance policies covering any of our executives. The loss of one or more
senior executives' services would likely have a material adverse effect on us.
Our Quarterly Results May Fluctuate. Our future quarterly results may vary
significantly due to a combination of several factors, including fluctuations in
research and development expenses and the absence of sales.
Because Our Board of Directors Is Classified, it Could Hinder a Merger,
Proxy Contest or Tender Offer, Whether or Not They Would Be Beneficial to Our
Shareholders. The classification of our Board of Directors could delay or impede
the removal of incumbent directors and could therefore complicate a merger,
tender offer or proxy contest involving us, even if such events would be
beneficial to the interests of our shareholders, or could discourage a third
party from attempting to acquire control of the Company.
Some of Our Shares Subject to Resale Restrictions Can Be Sold in the Future
under Rule 144, Which Could Lower the Price of Our Shares. Existing shareholders
may sell Ordinary Shares pursuant to Rule 144 ("Rule 144") promulgated under the
Securities Act, or otherwise. Such sales could adversely affect the price of the
Ordinary Shares. We cannot predict the effect that future sales of the Ordinary
Shares, or the availability of the Ordinary Shares for future sales, will have
on the market price of the Ordinary Shares. Prevailing market prices for the
Ordinary Shares could drop if substantial amounts of the Ordinary Shares are
sold, or if others perceive that such sales could occur. In addition, proposed
changes in Israeli taxation of capital gain may result in the sale of a
substantial number of the Ordinary Shares in a short period of time in the
future.
We May Not Pay Dividends. We have not declared or paid dividends on our
Ordinary Shares since 1989, and do not intend to declare or pay any dividends to
our shareholders in the foreseeable future.
Our Share Price May Be Volatile. The market price of our Ordinary Shares
may fluctuate following the announcement of financial results or new product
introductions by us or our competitors or other matters such as military,
political or economic developments in the Middle East and the market for
technology stocks generally.
The Market Price of Our Ordinary Shares May Fall Due to Dilution Resulting
From the Issuance of the Shares. If the Debentures are converted or the Warrants
are exercised, the existing holders of the Ordinary Shares will suffer
substantial dilution.
7
StoreAge Depends on a Limited Number of Key Suppliers of Key Components to
Manufacture Its Products. StoreAge's reliance on a limited number of suppliers
for key components of its products, the absence of long term purchase agreements
with those suppliers, the fact that StoreAge is likely to maintain only minimum
inventory levels and the fact that there may be a significant market demand for
those components involve several risks in addition to inadequate supply. These
risks include potential price increases, selective supply allocations, late
deliveries and poor component quality. We cannot assure you that StoreAge will
not experience shortages of key components in the future or that StoreAge will
not be subject to selective supply allocations and increased prices of
components. Any shortage of key components and any delay or other difficulty in
obtaining such components from other suppliers and integrating them into
StoreAge's products could materially and adversely affect StoreAge's business,
financial position and results of operations.
Since StoreAge Currently Has No Customers, Loss of Any One Customer in the
Future as StoreAge Builds Its Customer Base Could Hurt Its Business. Once
StoreAge has customers, a material percentage of its revenues may be derived
from a limited number of such customers. We do not anticipate that StoreAge
generally will enter into long-term contracts with its customers, and customers
generally will have certain rights to extend or delay the shipment of their
orders or cancel orders without penalty. Loss of one or more principal customers
or a material decrease in orders could materially and adversely affect its
business, financial position and results of operations.
StoreAge's Proprietary Technology Enjoys Only Limited Protection; Third-
Party Claims of Infringement Could Harm StoreAge's Business. StoreAge has no
patent protection for its products and has attempted to protect its proprietary
software and other intellectual property rights through trade secrets,
nondisclosure agreements and other measures. In April 2000, StoreAge applied for
a patent for the SAN Volume Manager. We cannot assure you, however, that
StoreAge will be able to protect its proprietary software and other intellectual
property rights adequately or that competitors, all of whom have legitimate
access to any non-proprietary technical standards utilized by StoreAge will not
be able to develop similar technology independently. For example, a number of
StoreAge's competitors are producing or plan to produce products that
incorporate Virtualization technology.
Third parties may from time to time notify Storage that it may be
infringing patents owned by or proprietary rights of third parties, although no
such claims are currently pending against StoreAge. If necessary, StoreAge may
have to seek a license under any such patent, or redesign or modify its products
and processes in order to avoid infringement of such patents. There can be no
assurance that such a license would be available on acceptable terms, if at all,
or that StoreAge could so avoid infringement of such patents, in which case
StoreAge's business, financial position and results of operations could be
materially and adversely affected.
There has been substantial litigation in the technology industry regarding
intellectual property rights, and litigation may be necessary to protect
StoreAge's proprietary technology. It is also possible that StoreAge will
increasingly have to litigate infringement claims with companies in the storage
system market, as the number of competitive products and companies grow. Any
such claims or litigation may be time-consuming and costly, cause product
shipment delays, require StoreAge to redesign or modify its products or require
StoreAge to enter into royalty or licensing agreements, any of which could have
a material adverse effect on StoreAge's
8
business, operating results or financial condition. Despite StoreAge's efforts
to protect its proprietary rights, unauthorized parties may attempt to copy
aspects of StoreAge's products or to obtain and use information that StoreAge
regards as proprietary. In addition, the laws of some foreign countries do not
protect proprietary rights to as great an extent as do the laws of the United
States. There can be no assurance that StoreAge's means of protecting its
proprietary rights will be adequate or that StoreAge's competitors will not
independently develop similar technology or duplicate StoreAge's products or
design.
StoreAge Depends on Subcontractors to Manufacture its Products. StoreAge
depends on subcontractors to manufacture its products. StoreAge's future results
of operations will be dependent in large part upon its ability to have products
manufactured and delivered promptly upon the receipt of orders and to provide
prompt and efficient service to its customers. As a result, any disruption of
its day-to-day operations, or the day-to-day operations of its subcontractors,
could have a material adverse effect upon StoreAge. StoreAge's operations,
including, research, marketing, customer service and distribution functions, are
based in and managed from a single facility in Israel. It relies on the
manufacturing facilities of subcontractors that may be based in and managed from
a small number of facilities in Israel. A fire, flood, earthquake or other
disaster or condition affecting these facilities could disable these functions.
Any such damage to, or other condition interfering with the operation of, these
facilities would have a material adverse effect on the business of StoreAge and
its financial position and results of operations.
StoreAge is Subject to Warranty Claims for Defective Products. Products
offered by StoreAge may contain defects in hardware, software or workmanship
that remain undetected until after commercial shipment. Any loss or delay in
customer or market acceptance attributable to such defects or any material
replacement or repair expenses due to any such defects could have a material
adverse effect on StoreAge's business, financial position and results of
operations.
StoreAge's Planned International Expansion Will Expose It to New Risks.
StoreAge intends to expand its operations internationally. These efforts will
require significant management attention and financial resources. There can be
no assurance that these efforts will be successful. Although sales are effected
in U.S. dollars, international sales are subject to a number of risks, including
longer payment cycles, unexpected changes in regulatory requirements, import and
export restrictions and tariffs, the burden of complying with a variety of
foreign laws, potentially adverse tax consequences, currency fluctuations, the
imposition of currency exchange or price controls, and political and economic
instability abroad. If StoreAge increases its international sales, seasonal
fluctuations may also affect to a greater extent StoreAge's total revenues due
to lower sales that typically occur during the summer months in Europe and other
parts of the world.
Our Location in Israel Exposes Us to Additional Risks. Our principal
offices and our principal facilities, and those of StoreAge, are located in
Israel, and each of us is directly affected by the political, economic and
military conditions to which that country is subject. Any of StoreAge's
manufacturing operations would be heavily dependent upon components imported
from outside of Israel. A substantial majority of StoreAge's future sales, if
any, will be made outside of Israel. Accordingly, our operations and those of
StoreAge could be materially adversely affected if major hostilities involving
Israel should occur or if trade between Israel and
9
its present trading partners were interrupted or curtailed. In addition,
termination or reduction of certain governmental grants, programs and tax
benefits could have a material adverse effect on us and StoreAge.
On May 4, 2000, a committee chaired by the Director General of the Israeli
Ministry of Finance issued a report recommending a sweeping reform in the
Israeli system of taxation. The proposed reform would significantly alter the
taxation of individuals and would also affect corporate taxation. In particular,
the proposed reform would reduce but not eliminate the tax benefits available to
approved enterprises such as ours and StoreAge. The Israeli cabinet has approved
the recommendation in principle, but implementation of the reform requires
legislation by Israel's Knesset. We are not certain whether the proposed reform
will be adopted, when it will be adopted or what form reforms will ultimately
take or what effect it will have on us.
Service of Legal Process and Enforcement of Judgments. We are incorporated
in Israel, almost all of our officers and directors are non-residents of the
United States, and substantially all of the assets of such persons and IIS are
located outside the United States. We have appointed IIS Inc. as our agent to
receive service of process in any actions against us brought in any federal or
state court sitting in New York County, State of New York, which relate to the
sale of the Ordinary Shares offered hereby and which arise solely out of or in
connection with United States federal securities laws. Nevertheless, it may be
difficult for investors to (i) effect service of process against our officers
and directors who reside outside the United States or (ii) enforce, in United
States courts, judgments against us or such officers and directors obtained in
such courts predicated upon the civil liability provisions of United States
federal securities laws. In addition, we have been advised by our Israeli
counsel, Efrati, Galili & Co., that there is doubt as to whether the courts of
Israel would enforce, in original actions brought in such courts, liabilities
against us or such persons predicated solely upon the federal securities laws of
the United States. Efrati, Galili & Co. has further advised us that Israeli
courts may enforce a foreign (including United States) final executory judgment
for monetary damages in a civil suit, obtained after due trial before a court of
competent jurisdiction (as determined under Israeli law), provided that (i) the
courts of such jurisdiction would enforce similar Israeli judgments, (ii) proper
service of process with respect to the Israeli enforcement action has been
effected upon the party against whom the foreign judgment is to be enforced,
(iii) such judgment or its enforceability is not contrary to the law, public
policy, security or sovereignty of the State of Israel, (iv) such judgment was
not obtained by fraud and does not conflict with any other such judgment in the
same matter between the same parties and (v) an action between the same parties
with regard to the same subject matter was not pending in any other court or
tribunal in Israel at the time the original lawsuit was instituted in the
foreign court. Foreign judgments enforced by Israeli courts generally will be
payable in Israeli currency and a specific permit of the Israeli Controller of
Foreign Exchange will be required to convert the Israeli currency into dollars
and to transfer such dollars out of Israel.
10
SELLING SHAREHOLDERS
The selling shareholders are CDC Holdings Ltd., Armour Investments Ltd.,
Industrial Systems & Equipment Co., Meir Noga and Nachum Ezra, each of whom has
the right to receive our Ordinary Shares, par value NIS .003 per share (the
"Ordinary Shares"), upon the conversion of debentures and exercise of warrants
purchased by them pursuant to the Purchase Agreement, as well as Eastek and
Eastek's founder and our new Chief Technology Officer, Mr. Shavit, each of whom
acquired our Ordinary Shares in connection with our purchase of Eastek on
November 30, 2000. This prospectus relates to the offer and sale from time to
time by these selling shareholders of the Ordinary Shares which they have
acquired or may acquire in the future upon the conversion of the debentures or
exercise of the warrants held by them. The Purchase Agreement and November 30
acquisition of Eastek are described in detail on page 12 under the heading "Plan
of Distribution." None of the selling shareholders has had a material
relationship with us within the past three years other than as a result of the
transactions described herein and the ownership of the Ordinary Shares offered
hereby.
The following table sets forth following the name of each selling
shareholder the number of Ordinary Shares held by such holder. No estimate can
be given as to the amount or percentage of Ordinary Shares that will be held by
the selling shareholders after completion of this offering because the selling
shareholders may offer all, some or none of the Ordinary Shares under this
prospectus and because there currently are no agreements, arrangements or
understandings with respect to the sale of any of the Ordinary Shares.
Number of Ordinary Shares
Name of Holder Held by Such Holder(1)
- -------------- -------------------
CDC Holdings Ltd. 910,000
Armour Investments Ltd. 173,333
Industrial Systems & Equipment Co. 130,000
Meir Noga 49,333(2)
Nachum Ezra 43,333
Eastek Embedded Systems (Meitav) Ltd. 80,000(3)
Danny Shavit 100,000(4)
______________________
/1/ In the case of CDC Holdings Ltd., Armour Investments Ltd., Industrial
Systems & Equipment Co., Meir Noga and Nachum Ezra, assumes conversion of
all debentures and exercise of all warrants held by them.
/2/ Includes 6,000 Ordinary Shares held by Meir Noga but not registered
pursuant to this registration statement.
/3/ 20,000 of such shares are subject to vesting pursuant to the terms of the
Purchase and Assignment Agreement between us and Eastek.
/4/ All of such shares are subject to vesting pursuant to the terms of the
employment agreement between us and Mr. Shavit.
11
PLAN OF DISTRIBUTION
On December 20, 2000 we agreed on terms for the Purchase Agreement with CDC
Holdings Ltd., Armour Investments Ltd., Industrial Systems & Equipment Co., Meir
Noga and Nachum Ezra.
In accordance with the Purchase Agreement, we issued units, each consisting
of $100,000 principal amount of our convertible secured debentures (the
"Debentures") and three-year non-redeemable warrants (the "Warrants") to acquire
10,000 Ordinary Shares, par value NIS .003 per share (the "Ordinary Shares") to
the Purchasers. We issued a total of 30 Units, representing Debentures in an
aggregate principal amount of $3,000,000 and Warrants to acquire an aggregate of
300,000 Ordinary Shares. The proceeds received by the Company upon the sale of
the Debentures to the Purchasers were used by the Company to invest in an
offering by StoreAge of its preferred shares. The unpaid principal amount of the
Debentures bears interest at the annual rate of the London Interbank Offered
Rate ("LIBOR") plus 1.5% (commencing from December 20, 2000), payable quarterly.
All or any part of the unpaid principal amount of the Debenture may, upon
execution of a notice of conversion and the surrender of the Debenture to us for
conversion, be convertible at any time following the date of issuance of the
Debenture (the "Conversion Date") into fully paid nonassessable Ordinary Shares
(the "Debenture Shares"), at a conversion price (the "Conversion Price") equal
to one (1) Ordinary Share for each $3 nominal value of the principal amount of
the Debenture. The Conversion Price may be adjusted such that, in the event that
the Company issues certain additional securities at a price lower than the
Conversion Price, the applicable Conversion Price will be automatically reduced
to such lower price. Notwithstanding the above, in the event that the closing
price of the Company's Ordinary Shares for a period of at least fifteen (15)
consecutive trading days is equal to or greater than $6.00, the Company may
thereafter convert the entire outstanding amount of the Debentures into Ordinary
Shares. The Warrants entitle their holders to purchase 10,000 Ordinary Shares
(the "Warrant Shares" and, together with the Debenture Shares, the "Shares"), at
an exercise price per share of $4.50 (the "Exercise Price"). The Exercise Price
may be adjusted such that, in the event that the Company issues certain
additional securities at a price lower than the Exercise Price, the applicable
Exercise Price will be automatically reduced to such lower price. The Warrants
are exercisable at any time and from time to time before 5:00 P.M. Israeli time,
on December 20, 2003. The Company will transmit the certificates representing
the Ordinary Shares issuable upon conversion of any Debentures or upon exercise
of any Warrants to converting or exercising Purchasers as soon as practicable
after conversion or exercise (but in all events within three (3) business days).
We issued the Debentures and Warrants pursuant to an exemption from
registration provided by Regulation D promulgated by the United States
Securities and Exchange Commission under the Securities Act of 1933, as amended,
(the "Securities Act), and/or Section 4(2) of the Securities Act. All of the
Shares that are the subject of this Prospectus will be issued to the Purchasers,
or to future purchasers or transferees of the Debentures or Warrants who buy
them from the Purchasers, upon their conversion of the Debentures (the
"Converting Shareholders") or exercise of the Warrants (the "Exercising
Shareholders").
The Purchasers may convert Debentures at any time or from time to time and
for less than the maximum number of Debenture Shares indicated. The Company will
receive from the
12
Converting Shareholders the Conversion Price of the Debentures upon conversion
of which the Debenture Shares are issuable, but will not receive any proceeds
from the sale of the Debenture Shares by the Converting Shareholders. Similarly,
the Purchasers may exercise Warrants at any time or from time to time and for
less than the maximum number of Warrant Shares indicated. The Company will
receive from the Exercising Shareholders the exercise price of the Warrants upon
exercise of which the Warrant Shares are issuable, but will not receive any
proceeds from the sale of the Warrant Shares by the Exercising Shareholders. The
Shares may be issued from time to time by the Company to the Converting
Shareholders and Exercising Shareholders.
The offering price of the Shares to the Purchasers, pursuant to the terms
of the Debentures, is $3.00 per Debenture Share and, pursuant to the terms of
the Warrants, is $4.50 per Warrant Share. Because the Shares are to be issued
directly by the Company upon conversion of the Debentures and/or exercise of the
Warrants, there are no applicable underwriting discounts or commissions. The
aggregate proceeds to the Company from the sale of the Shares will thus be $3.00
times the number of Debenture Shares for which the Debentures are converted by
the Converting Shareholders and $4.50 times the number of Warrant Shares for
which the Warrants are exercised by Exercising Shareholders. The Company will
pay substantially all the expenses incident to the registration, offering and
issuance of the Shares to the Converting Shareholders and Exercising
Shareholders (currently estimated to be approximately $35,000). In addition, in
the event that the Debentures are converted, the Company will have to pay an
Israeli stamp tax equal to one percent (1%) of the consideration received by the
Company upon the issuance of the Shares upon conversion of the Debentures. A
similar one percent (1%) stamp tax will be payable upon issuance of the Shares
upon exercise of the Warrants.
The Converting Shareholders and Exercising Shareholders have agreed that
(a) they will not offer or solicit the sale of the Shares to residents of Israel
unless such sale or solicitation is permitted pursuant to the Israel Securities
Law--1968 and the regulations promulgated thereunder, and (b) they will comply
in all material respects with the requirements of the securities laws of every
country in which the Shares are being offered by them.
On November 30, 2000, we entered into a purchase and assignment agreement
(the "Purchase and Assignment Agreement") with Eastek and its founder, Mr.
Shavit, to acquire all the assets of Eastek. Under the terms of the Purchase and
Assignment Agreement, we issued 60,000 of the Company's Ordinary Shares to
Eastek as partial consideration for the acquisition and may deliver an
additional 20,000 Ordinary Shares to Eastek on the first anniversary of the
acquisition if certain conditions are met.
In connection with our acquisition of Eastek, we hired Mr. Shavit to serve
as Chief Technology Officer of the Company. On November 30, 2000, we entered
into an employment agreement (the "Employment Agreement) with Mr. Shavit under
the terms of which we issued 100,000 of the Company's Ordinary Shares to Mr.
Shavit. Subject to certain conditions, the Ordinary Shares will be delivered to
Mr. Shavit in installments of 30,000, 35,000 and 35,000 Ordinary Shares on the
first, second and third anniversaries of the acquisition respectively. The
Company will not receive from Eastek or Mr. Shavit any proceeds from the sale of
the Ordinary Shares by them.
The Company had 9,087,324 Ordinary Shares outstanding as of April 20, 2001.
13
LEGAL MATTERS
The validity of the Shares offered by this Prospectus has been passed upon
by Efrati, Galili & Co., Tel Aviv, Israel.
EXPERTS
Kost Forer and Gabbay, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 20-F for the year
ended December 31, 1999, as set forth in their report, which is incorporated by
reference in this prospectus. Our financial statements are incorporated by
reference in reliance on Kost Forer and Gabbay's report, given on their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and, accordingly, we file reports
and other information with the Securities and Exchange Commission (the "SEC").
You can inspect and copy those reports and other information at the public
reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the following Regional Offices of the SEC:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, 14th Floor,
Chicago, Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New
York 10048. You can obtain copies of such material at prescribed rates from the
Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549.
We filed a registration statement on Form F-3 (together with any amendments
thereto, the "Registration Statement") with the SEC under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Ordinary Shares
offered by this prospectus. This Prospectus is part of the Registration
Statement and does not contain all the information set forth in the Registration
Statement, certain portions of which we have omitted pursuant to the rules and
regulations of the SEC. Such additional information may be obtained from the
SEC's principal office in Washington, D.C. Statements contained in this
Prospectus or in any document incorporated by reference in this Prospectus
regarding the contents of any contract or other document referred to in this
Prospectus or in such contract are not necessarily complete, and in each
instance we refer you to the copy of such contract or other document filed as an
exhibit to the Registration Statement or such other document, which we urge you
to read. Any statement about a contract or document is qualified in all respects
by reference to such contract or document.
We are currently exempt from the rules under the Exchange Act that
prescribe the furnishing and content of proxy statements, and our officers,
directors and principal shareholders are exempt from the reporting and short-
swing profit recovery provisions contained in Section 16 of the Exchange Act. We
are not required under the Exchange Act to publish financial statements as
frequently or as promptly as are United States companies subject to the Exchange
Act. We will, however, continue to furnish our shareholders with annual reports
containing audited financial statements and will issue quarterly press releases
containing unaudited results of operations as well as such other reports as may
from time to time be authorized by our Board
14
of Directors or as may be required under law. Our management has solicited
proxies from our shareholders and intends to continue this policy.
We prepare consolidated financial statements in United States dollars and
in accordance with accounting principles generally accepted in the United
States. All references to "dollars" or "$" in this Prospectus are to United
States Dollars and all references to "NIS" are to New Israeli Shekels.
____________________________
The Company has received from the Securities Authority of the State of
Israel ("Israel Securities Authority") an exemption from the reporting
obligations as specified in Chapter Six of the Israel Securities Law 5728-1968,
which include the obligation to submit periodic and immediate reports to the
Israel Securities Authority, provided that a copy of each report submitted in
accordance with applicable United States law shall be available for public
review at the Company's office in Israel.
ALL PERMITS, APPROVALS AND LICENSES REQUIRED UNDER THE LAWS OF THE STATE OF
ISRAEL FOR THE OFFER OF THE ORDINARY SHARES AND FOR THE PUBLICATION OF THIS
PROSPECTUS WILL BE OBTAINED PRIOR TO THE CONSUMMATION OF THIS OFFERING.
INCORPORATION BY REFERENCE
This Prospectus incorporates by reference certain documents which are not
presented in or delivered with this Prospectus. Those documents are available,
at no cost to you, upon request from Robi Hartman, Chief Executive Officer,
I.I.S. Intelligent Information Systems Limited, 33 Jabotinsky Street, Ramat Gan,
Israel (Tel. 972-3-751-0007).
We will send to you, upon your written or oral request, a copy of any and
all of the documents referred to below which have been or may be incorporated in
this Prospectus by reference, other than exhibits to these documents, unless the
exhibits are specifically incorporated in this Prospectus by reference. Requests
for these documents should be directed to Robi Hartman at the address shown in
the immediately preceding paragraph.
The following documents, which have been filed with the SEC pursuant to the
Exchange Act, are hereby incorporated by reference herein:
(a) The Company's Annual Report on Form 20-F for the year ended December
31, 1999;
(b) The Company's Current Reports on Form 6-K for the months ended
September 30, 2000, October 31, 2000, November 30, 2000, December 31, 2000,
January 31, 2001, February 28, 2001 and March 31, 2001; and
(c) The description of the Ordinary Shares contained in the Company's
Registration Statement on Form 8-A, as amended.
15
All subsequent Annual Reports on Form 20-F, Form 40-F or Form 10-K, and all
subsequent filings on Forms 10-Q and 8-K filed by us pursuant to the Exchange
Act after the date hereof, and any Form 6-K submitted by us to the SEC after the
date of this Prospectus which is identified as being incorporated by reference
into this Prospectus shall be deemed to be incorporated herein by reference and
to be a part of this Prospectus from the date of filing of such documents. All
information appearing in this Prospectus or in any document incorporated herein
by reference is not necessarily complete and is qualified in its entirety by the
information and financial statements (including notes thereto) appearing in the
documents incorporated by reference herein and should be read together with such
information and documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is deemed to be incorporated
herein by reference modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
16
================================================================================
1,479,999
I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED
Ordinary Shares
--------------------------
PROSPECTUS
--------------------------
April 26, 2001
Table of Contents
Section Page
- ------- ----
The Company 4
Risk Factors 5
Selling Shareholders 11
Plan of Distribution 12
Legal Matters 14
Experts 14
Where You Can Find Additional Information 14
Incorporation by Reference 15
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with this offering are:
Securities and Exchange Commission Registration Fee...... 727.05
Nasdaq Additional Listing Fee............................ 14,799.99
Israeli Stamp Tax........................................ 30,000.00
Accounting fees and expenses............................. 3,000.00*
Legal fees and expenses.................................. 15,000.00*
Transfer agent and registrar's fees...................... 0.00*
Miscellaneous............................................ 3,173.29*
Total................................................ $66,700.00*
----------
_________________________
* Indicates estimate.
Item 15. Indemnification of Directors and Officers.
Reference is made to Article 98 of the Articles of Association of the Registrant
which provides as follows (in free translation):
INDEMNITY AND INSURANCE OF OFFICERS
"The Company may, to the maximum extent permitted by the Companies Law:
(a) enter into a contract for the insurance of the liability, in whole or
in part, of any of its Officers,
(b) may indemnify an Officer of the Company post factum; and
(c) may indemnify an Officer of the Company in advance for the following
events:
(i) Any financial obligation imposed on an Officer in favor of a
third party by a court judgment, including a compromise judgment
approved by Court (provided that the Company approved the
compromise in advance) or an arbitrator's award approved by court
(provided that it was given pursuant to arbitration agreed to by
the Company in advance), for an act or omission performed by an
Officer in his capacity as an Officer; and
(ii) reasonable legal expenses, including attorney's fees, expended by
or charged to an Officer or adjudicated against an Officer by a
court in a proceeding commenced against on Officer by the Company
or on its
II-1
behalf or by another person, or in a criminal charge from which
an Officer was acquitted, or in a criminal charged that does not
require intent, in which an Officer was convicted, all for an act
or omission performed in his capacity as an Officer.
Such indemnity shall apply in certain foreseeable events and up to a
feasible amount under the circumstances, as determined by the Board of
Directors.
Item 16. Exhibits.
5.1** Opinion of Efrati, Galili & Co.
23.1 Consent of Kost Forer and Gabbay to the use and incorporation by
reference of their report on the consolidated financial statements of
the Registrant for each of the three years ended December 31, 1999.
23.2** Consent of Efrati, Galili & Co. (contained in its opinion filed as
Exhibit 5.1 hereto).
24 Power of Attorney.
______________________
** To be filed by amendment.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) To file a post-effective amendment to the registration
statement to include any financial statements required by Item 3-19 of
Regulation S-X at the start of any delayed offering or throughout a continuous
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Haifa, State of Israel, on the 25th day of April,
2001.
I.I.S. INTELLIGENT INFORMATION SYSTEMS
LIMITED
By: /s/ Robi Hartman
-------------------------------
Robi Hartman
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints Robi Hartman (with full power to him to act alone) his
true and lawful attorney-in-fact, with power of substitution and resubstitution,
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) and supplements to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Robi Hartman Chairman of the Board, April 25, 2001
- --------------------
Robi Hartman Chief Executive Officer and
Acting Chief Financial Officer
(Principal Executive, Financial
and Accounting Officer)
/s/ David Rubner Director April 25, 2001
- --------------------
David Rubner
/s/ Moshe Kahn Director April 25, 2001
- --------------------
Moshe Kahn
II-4
/s/ Jonathan Nativ Director April 25, 2001
- ----------------------
Jonathan Nativ
/s/ Aharon Jacobowitz Director April 25, 2001
- ----------------------
Aharon Jacobowitz
/s/ Yael Ilan Director April 25, 2001
- ----------------------
Yael Ilan
/s/ Gideon Marks Director April 25, 2001
- ----------------------
Gideon Marks
Authorized Representative in the United States:
IIS, Inc.
By: /s/ Robi Hartman April 25, 2001
----------------
Name: Robi Hartman
Title: Authorized Signatory
II-5
Index of Exhibits to Registration Statement on Form F-3 of I.I.S.
Intelligent Information Systems Limited
5.1** Opinion of Efrati, Galili & Co.
23.1 Consent of Kost Forer and Gabbay to the use and incorporation by
reference of their report on the consolidated financial statements of
the Registrant for each of the three years ended December 31, 1999.
23.2** Consent of Efrati, Galili & Co. (contained in its opinion filed as
Exhibit 5.1 hereto).
24 Power of Attorney.
** To be filed by amendment.