As filed with the Securities and Exchange Commission on August 2, 2005
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TTI TEAM TELECOM INTERNATIONAL LTD.
(Exact name of Registrant as specified in its charter)
ISRAEL NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7 MARTIN GEHL STREET 49512
KIRYAT ARYEH, (Zip Code)
PETACH TIKVA, ISRAEL
(Address of Principal Executive Offices)
TTI TEAM TELECOM INTERNATIONAL LTD. 2004 EMPLOYEE SHARE OPTION PLAN
(Full title of the plan)
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TTI TEAM TELECOM INTERNATIONAL INC.
600 HARBOR BOULEVARD, UNIT 1205
WEEHAWKEN, NEW JERSEY 07087
TEL: (201) 795-3883
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
ASHOK J. CHANDRASEKHAR, ADV. MARK S. SELINGER, ESQ.
GOLDFARB, LEVY, ERAN & CO. MCDERMOTT WILL & EMERY LLP
2 WEIZMANN STREET 50 ROCKEFELLER PLAZA
TEL AVIV 64239, ISRAEL NEW YORK, NEW YORK 10020
TEL: 972-3-608-9999 TEL: (212) 547-5438
FAX: 972-3-608-9909 FAX: (212) 547-5444
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
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Ordinary Shares, par value 925,000 $2.95 (2) $2,728,750 (2) $ 321.17
NIS 0.5 per share
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Ordinary Shares, par value 75,000 $3.00 (3) $ 225,000 (3) $ 26.48
NIS 0.5 per share
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Total 1,000,000 N/A $2,805,750 $ 347.65
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(1) The 1,000,000 Ordinary Shares being registered hereunder are reserved for
issuance pursuant to the TTI Team Telecom International Ltd. 2004 Employee
Share Option Plan (the "2004 Plan"), of which 75,000 Ordinary Shares are
reserved for issuance pursuant to options previously granted under the 2004
Plan. Pursuant to Rule 416(a) promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), this registration statement shall also
cover an indeterminate number of Ordinary Shares which may become issuable
pursuant to the 2004 Plan by reason of any stock dividend, stock split,
recapitalization or other similar change in the Ordinary Shares.
(2) Estimated in accordance with Rules 457(h)(1) and 457(c) promulgated under
the Securities Act, solely for the purpose of calculating the registration
fee, based on $2.79, the average of the high and low prices of the Ordinary
Shares as reported on the Nasdaq National Market on July 26, 2005, a date
within 5 business days prior to the filing of this registration statement.
(3) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based upon the exercise price of the applicable options.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by TTI Team Telecom International Ltd. ("TTI"
or "we"), an Israeli company, with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act), are incorporated by reference herein and shall be deemed to be a
part hereof:
1. TTI's Annual Report on Form 20-F for the fiscal year ended
December 31, 2004, filed with the Commission on May 24, 2005
(File No. 000-28986).
2. TTI's Reports of Foreign Private Issuer on Form 6-K filed with
the Commission on May 31, 2005 (File No. 000-28986), on June 20,
2005 (only Exhibit 2 to such Report) (File No. 000-28986) and on
July 12, 2005 (File No. 000-28986).
3. The description of TTI's Ordinary Shares, par value NIS 0.5 per
share, contained in TTI's Registration Statement on Form 8-A
filed with the Commission on November 15, 1996 (File No.
000-28986), including any amendment or report filed for the
purpose of updating such description.
In addition, all documents and reports filed by TTI with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and, to the
extent designated therein, Reports on Form 6-K furnished by TTI to the
Commission, in each case, subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed incorporated document modifies or supersedes
such statement. Any such statements so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
EXCULPATION OF OFFICE HOLDERS
TTI is incorporated under the laws of the State of Israel. Under the Israeli
Companies Law, 5759 - 1999 (the "Companies Law"), an Israeli company may not
exempt an office holder from liability with respect to a breach of his duty of
loyalty, but may exempt in advance an office holder from his liability to the
company, in whole or in part, with respect to a breach of his duty of care
(except in connection with distributions), provided that the articles of
association of the company allow it to do so. Our articles of association allow
us to exempt our office holders to the fullest extent permitted by law.
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INSURANCE OF OFFICE HOLDERS
Our articles of association provide that, subject to the provisions of the
Companies Law, we may enter into a contract for the insurance of the liability
of any of our office holders with respect to an act performed in his capacity of
an office holder, for:
o a breach of his duty of care to us or to another person;
o a breach of his fiduciary duty to us, provided that the office holder
acted in good faith and had reasonable cause to assume that his act
would not prejudice our interests; or
o a financial liability imposed upon him in favor of another person.
INDEMNIFICATION OF OFFICE HOLDERS
Under the Companies Law, we may indemnify an office holder with respect to an
act performed in his capacity as an office holder against:
o a financial liability imposed on him in favor of another person by any
judgement, including a settlement or an arbitration award approved by
a court; such indemnification may be approved (i) after the liability
has been incurred or (ii) in advance, provided that our undertaking to
indemnify is limited to events that our board of directors believes
are foreseeable in light of our actual operations at the time of
providing the undertaking and to a sum or criterion that our board of
directors determines to be reasonable under the circumstances;
o reasonable litigation expenses, including attorney's fees, expended by
the office holder as a result of an investigation or proceeding
instituted against him by a competent authority, provided that such
investigation or proceeding concluded without the filing of an
indictment against him and either (A) concluded without the imposition
of any financial liability in lieu of criminal proceedings or (B)
concluded with the imposition of a financial liability in lieu of
criminal proceedings but relates to a criminal offense that does not
require proof of criminal intent; and
o reasonable litigation expenses, including attorney's fees, expended by
the office holder or charged to him by a court, in proceedings we
institute against him or instituted on our behalf or by another
person, a criminal indictment from which he was acquitted, or a
criminal indictment in which he was convicted for a criminal offense
that does not require proof of criminal intent.
LIMITATIONS ON EXCULPATION, INSURANCE AND INDEMNIFICATION
The Companies Law provides that a company may not exculpate or indemnify an
office holder nor enter into an insurance contract which would provide coverage
for any monetary liability incurred as a result of any of the following:
o a breach by the office holder of his duty of loyalty, unless, with
respect to insurance coverage or indemnification, the office holder
acted in good faith and had a reasonable basis to believe that the act
would not prejudice the company's interest;
o a breach by the office holder of his duty of care if the breach was
done intentionally or recklessly;
o any act or omission done with the intent to derive an illegal personal
benefit; or
o any fine levied against the office holder.
In addition, under the Companies Law, indemnification of, and procurement of
insurance coverage for, our office holders must be approved by our audit
committee and board of directors and, if the beneficiary is a director, by our
shareholders.
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We have agreed to indemnify our office holders to the fullest extent permitted
under Israeli law, but up to a maximum aggregate amount for all indemnified
office holders equal to 25% of our total shareholders' equity at the time of
actual indemnification. We currently maintain directors and officers liability
insurance for the benefit of our office holders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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4.1 Memorandum of Association of TTI, as amended through December 29, 2004. (1)
4.2 Articles of Association of TTI, as amended through December 29, 2004. (2)
4.3 TTI Team Telecom International Ltd. 2004 Employee Share Option Plan. (3)
5.1 Opinion of Goldfarb, Levy, Eran & Co. with respect to the legality of the
securities being registered.
23.1 Consent of Kost, Forer, Gabbay & Kasierer.
23.2 Consent of Goldfarb, Levy, Eran & Co. (included in Exhibit 5. 1).
24.1 Power of Attorney (included on the signature page to this Registration
Statement).
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(1) Incorporated herein by reference to Exhibit 1.2 of the Registrant's Annual
Report on Form 20-F for the fiscal year ended December 31, 2004, filed with
the Commission on May 24, 2005 (File No. 000-28986).
(2) Incorporated herein by reference to Exhibit 1.1 of the Registrant's Annual
Report on Form 20-F for the fiscal year ended December 31, 2004, filed with
the Commission on May 24, 2005 (File No. 000-28986).
(3) Incorporated herein by reference to Exhibit 4.8 of the Registrant's Annual
Report on Form 20-F for the fiscal year ended December 31, 2004, filed with
the Commission on May 24, 2005 (File No. 000-28986).
ITEM 9. 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:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
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(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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
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; and
(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.
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
the 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.
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.
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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 S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Petach Tikva, State of Israel, on the 2nd day of
August, 2005.
TTI TEAM TELECOM INTERNATIONAL LTD.
By: /S/ Israel (Eli) Ofer
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Israel (Eli) Ofer
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Meir Lipshes and Israel (Eli) Ofer, or
either of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and any registration
statement relating to the offering hereunder pursuant to Rule 462 under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below:
SIGNATURE TITLE DATE
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/S/ Meir Lipshes Chairman of the Board of Directors August 2, 2005
- ---------------- and acting Chief Executive Officer
Meir Lipshes
/S/ Israel (Eli) Ofer Chief Financial Officer (Principal August 2, 2005
- --------------------- Financial and Accounting Officer)
Israel (Eli) Ofer
/S/ Meir Dvir Director August 2, 2005
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Meir Dvir
/S/ Rami Zivoni Director August 2, 2005
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Rami Zivony
/S/ Doron Zinger Director August 2, 2005
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Doron Zinger
/S/ Ilan Toker Director August 2, 2005
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Ilan Toker
/S/ Lior Bregman Director August 2, 2005
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Lior Bregman
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AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES:
TTI Team Telecom International Inc. August 2, 2005
/S/ Yuval Rindsberger
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Yuval Rindsberger
Controller
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Memorandum of Association of TTI, as amended through December 29, 2004. (1)
4.2 Articles of Association of TTI, as amended through December 29, 2004. (2)
4.3 TTI Team Telecom International Ltd. 2004 Employee Share Option Plan. (3)
5.1 Opinion of Goldfarb, Levy, Eran & Co. with respect to the legality of the
securities being registered.
23.1 Consent of Kost, Forer, Gabbay & Kasierer.
23.2 Consent of Goldfarb, Levy, Eran & Co. (included in Exhibit 5. 1).
24.1 Power of Attorney (included on the signature page to this Registration
Statement).
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(1) Incorporated herein by reference to Exhibit 1.2 of the Registrant's Annual
Report on Form 20-F for the fiscal year ended December 31, 2004, filed with
the Commission on May 24, 2005 (File No. 000-28986).
(2) Incorporated herein by reference to Exhibit 1.1 of the Registrant's Annual
Report on Form 20-F for the fiscal year ended December 31, 2004, filed with
the Commission on May 24, 2005 (File No. 000-28986).
(3) Incorporated herein by reference to Exhibit 4.8 of the Registrant's Annual
Report on Form 20-F for the fiscal year ended December 31, 2004, filed with
the Commission on May 24, 2005 (File No. 000-28986).
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