As filed with the Securities and Exchange Commission on May 9, 2007
Registration No. 333-128138
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TTI TEAM TELECOM INTERNATIONAL LTD.
(Exact name of Registrant as specified in its charter)
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Israel Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TTI Team Telecom International Ltd.
7 Martin Gehl Street
Kiryat Aryeh, Petach Tikva 49512, Israel
+972-3-926-9700
(Address and Telephone Number of Registrant's principal executive offices)
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TTI Team Telecom International, Inc.
600 Harbor Boulevard, Unit 1205, Weehawken, NJ 07087
Tel: (201) 863-1400
(Name, address and telephone number of agent for service)
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Copies to:
Mark S. Selinger, Esq. Ido Zemach, Adv.
McDermott Will & Emery LLP Goldfarb, Levy, Eran, Meiri & Co.
340 Madison Avenue 2 Weizmann Street
New York, New York 10173 Tel Aviv 64239, Israel
Tel: (212) 547-5438 Tel: +972-3-608-9999
Fax: (212) 547-5444 Fax: +972-3-608-9909
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Approximate date of commencement of proposed sale to the public: Not Applicable.
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, please 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 this Form is a registration statement pursuant to General Instruction
I.C. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. |_|
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. |_|
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This Post-Effective Amendment No. 1 to Form F-3 shall become effective in
accordance with Section 8(c) of the Securities Act of 1933 on such date as the
Securities and Exchange Commission, acting pursuant to Section 8(c), may
determine.
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DEREGISTRATION OF SECURITIES
We are filing this Post-Effective Amendment No.1 to our Registration Statement
on Form F-3 (File No. 333-128138), as amended (the "Registration Statement"), to
deregister the securities remaining unsold under the Registration Statement. The
offering contemplated by the Registration Statement has terminated by virtue of
the expiration of our contractual obligations to maintain the effectiveness of
the Registration Statement. Therefore, pursuant to the undertaking set forth in
Item 10(a)(3) of the Form F-3, this Post-Effective Amendment No. 1 to the
Registration Statement is being filed to terminate the effectiveness of the
Registration Statement and to deregister, as of the effective date of this
Post-Effective Amendment No. 1, all of the shares which remain unsold under the
Registration Statement.
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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 F-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Petach Tikva, in the
State of Israel, on May 9, 2007.
TTI TEAM TELECOM INTERNATIONAL LTD.
By: /s/ Meir Lipshes
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Meir Lipshes
Chief Executive Officer
By: /s/ Israel (Eli) Ofer
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Israel (Eli) Ofer
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration Statement on
Form F-3 has been signed by the following persons, as of May 9, 2007, in the
capacities indicated:
/s/ Meir Lipshes
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Meir Lipshes
Chief Executive Officer and Chairman of the Board of Directors
/s/ Israel (Eli) Ofer
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Israel (Eli) Ofer
Chief Financial Officer
(Principal Financial and Accounting Officer)
*________________
Meir Dvir
Director
*________________
Ilan Toker
Director
*________________
Lior Bregman
Director
_______________
Julie Kunstler
Director
*________________
Doron Zinger
Director
Authorized Representative in the United States:
TTI Team Telecom International, Inc.
By: *_______________________
Name: Yuval Rindsberger
Title: Controller
* By: /s/ Meir Lipshes
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Meir Lipshes
(as attorney-in-Fact)