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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2001
I.I.S. Intelligent Information Systems Limited.
(Translation of Registrant's Name Into English)
33 Jabotinsky Street
Ramat Gan, Israel
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F ____
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(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 ____ No X
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(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-_______.)
This Report of Foreign Private Issuer on Form 6-K is incorporated by reference
in the prospectus in any effective Registration Statement on Form F-3 filed by
I.I.S. Intelligent Information Systems Limited prior to or after the date
hereof.
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I.I.S. Intelligent Information Systems Ltd.
Form 6-K
I.I.S. Intelligent Information Systems Ltd. (the "Company") signed
agreements dated as of December 5, 2001 with the holders of its convertible
secured debentures and warrants to exchange such securities for the Company's
Ordinary Shares and cash. As a result of the completion of the transaction, the
Company now has sufficient shareholders' equity and net tangible assets to meet
the requirements for continued inclusion on the NASDAQ SmallCap Market.
In accordance with a securities purchase agreement dated as of January
31, 2001, the Company had previously issued convertible secured debentures in an
aggregate principal amount of $3,000,000, exercisable at $3.00 per share and
also issued warrants to purchase up to 300,000 Ordinary Shares at $4.50 per
share.
Under the terms of the transaction, the debenture holders converted
$2,426,576.40 principal amount of the debentures into an aggregate of not more
than 1,797,464 of the Company's Ordinary Shares, received a cash payment of
$573,423.60 and relinquished all of the warrants. The warrants and the remaining
debentures will be cancelled. This transaction represents an implied exchange
value of at least $1.35 per Ordinary Share based solely on the debt amounts
extinguished, without giving any effect to the cancelled warrants, and
represents a substantial premium over the market price of the Company's Ordinary
Shares at the time the agreements in principle with the debenture holders were
reached.
A copy of the Company's pro forma balance sheet as of September 30,
2001 giving pro forma effect to the conversion as if it had occurred on
September 30, 2001 is attached hereto as Exhibit 99.1.
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 hereunto duly authorized.
I.I.S. INTELLIGENT INFORMATION
SYSTEMS LIMITED
Date: December 6, 2001 By: /s/ David Warburg
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David Warburg
Attorney-in-Fact for
Robi Hartman, Chief Executive Officer