FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For January 12, 2006
BLUEPHOENIX SOLUTIONS LTD.
(Translation of Registrant's Name into English)
8 MASKIT STREET, HERZLIA 46120, ISRAEL
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [_]
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]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-.....................
This report on Form 6-K is hereby incorporated by reference in the Registration
Statement on Form F-3 (Registration No. 333-116044) as amended, filed by
BluePhoenix Solutions Ltd. under the Securities Act of 1933, to the extent not
superseded by documents or reports subsequently filed by BluePhoenix Solutions
Ltd. under the Securities Act of 1933 or the Securities Exchange Act of 1934.
CONTENTS
RESULTS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
At the annual general meeting of shareholders of the Registrant held on December
27, 2005, the shareholders approved all of the proposed resolutions set forth in
the proxy statement filed on Form 6-K on November 30, 2005, as follows:
(1) To re-elect the following persons to serve as members of the Board of
Directors: Gad Goldstein, Aaron Crystal, Arie Kilman, Iris Yahal, Dan
Goldstein, Shai Beilis, Naamit Salomon and Gur Shomron until the next
annual general meeting of shareholders; to re-elect Mr. Michael Chill to
serve as outside director for additional term of three years ending on July
22, 2009 (in addition to Ms. Amira Berokovitz-Amir currently serving as
outside director of the Company);
(2) To reappoint the Company's auditor, Ziv Haft, as the Company's independent
auditor for the period beginning on the Annual General Meeting jeld on
December 27, 2005 and ending on the next annual general meeting;
(3) To approve the remuneration of Mr. Kilman, the Chief Executive Officer, and
Ms. Yahal, the Chief Financial Officer, including the grant of options to
purchase Ordinary Shares, as approved by the Registrant's Audit Committee
and Board of Directors;
(4) To amend the Company's Articles of Association with respect to
indemnification of office holders as described in the proxy statement dated
November 30, 2005, and replace it by the restated Articles of Association
attached hereto as Exhibit 3.1;
(5) To amend the company's indemnification letter agreements with each of its
office holders and replace it by the amended form attached hereto as
Exhibit 3.2.
SIGNATURE
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, thereunto duly authorized.
BLUEPHOENIX SOLUTIONS LTD.
(Registrant)
By: /S/ Yael Peretz
-------------------
Yael Peretz
Legal Advisor
Dated: January 12, 2006
2
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
3.1 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF THE REGISTRANT,
AS ADOPTED ON DECEMBER 27, 2005
3.2 AMENDED FORM AND RESTATED FORM OF THE INDEMNIFICATION LETTER TO
BE GRANTED BY THE REGISTRANT TO ITS OFFICE HOLDERS, AS ADOPTED
ON DECEMBER 27, 2005
3