As filed with the Securities and Exchange Commission on November 29, 2001.
Registration Statement No. 333-_______
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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
900 Third Avenue
New York, New York 10022
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.
900 Third Avenue 6 Wissotsky Street
New York, New York 10022 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: [X] Registration Statement
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No.333-59548
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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. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount Of
Title of Shares To Be Price Offering Registration
To Be Registered Registered Per Unit/1/ Price/1/ Fee
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Ordinary Shares, par value NIS 497,465/2/ $1.11 $552,186.15 $138.05
0.003 per share
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/1/ Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c) based on the average of the high and low reported
sales price on the Nasdaq SmallCap Market on November 21, 2001.
/2/ Represents 497,465 additional shares to be registered pursuant to Rule
462(b) and in connection with the earlier effective registration statement for
the same offering on Registration Statement No. 333-59548.
Explanatory Note
This registration statement is being filed pursuant to Rule 462(b)
("Rule 462(b)") under the Securities Act of 1933, as amended (the "Securities
Act"), and includes the registration statement facing page, this page, the
signature page, an exhibit index, a legal opinion and related consent and
accountant's consent. Pursuant to Rule 462(b), the contents of the Registration
Statement on Form F-3 (File No. 333-59548) of I.I.S. Intelligent Information
Systems Ltd. (the "Company") declared effective by the Securities and Exchange
Commission (the "Commission") on May 18, 2001, including each of the documents
filed by the Company with the Commission and incorporated or deemed to be
incorporated by reference therein and all exhibits thereto, are incorporated by
reference into this registration statement.
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 Ramat Gan, State of Israel, on the 28th day of
November, 2001.
I.I.S. INTELLIGENT INFORMATION SYSTEMS
LIMITED
By: /s/ Robi Hartman
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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, exhibits thereto and other
documents in connection therewith) and supplements to this Registration
Statement and any subsequent registration statement relating to the offering
contemplated by such Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange 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, November 28, 2001
- ------------------------------------ Chief Executive Officer and
Robi Hartman Acting Chief Financial Officer
(Principal Executive, Financial
and Accounting Officer)
/s/ David Rubner Director November 28, 2001
- ------------------------------------
David Rubner
Director
- ------------------------------------
Moshe Kahn
/s/ Jonathan Nativ Director November 28, 2001
- ------------------------------------
Jonathan Nativ
/s/ Aharon Jacobowitz Director November 28, 2001
- ------------------------------------
Aharon Jacobowitz
/s/ Yael Ilan Director November 28, 2001
- ------------------------------------
Yael Ilan
Director
- ------------------------------------
Gideon Marks
Authorized Representative in the United States:
IIS, Inc.
By: /s/ Robi Hartman November 28, 2001
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Name: Robi Hartman
Title: Authorized Signatory
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, 2000.
23.2 Consent of Efrati, Galili & Co. (contained in its opinion filed as
Exhibit 5.1 hereto).
24 Power of Attorney.