FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d -16
of the Securities Exchange Act of 1934
For the Month of December 2003
B.O.S. BETTER ON-LINE SOLUTIONS, LTD.
(Translation of Registrant's Name into English)
100 BOS ROAD, TERADION 20179, ISRAEL
(Address of Principal Corporate 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): N/A
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE
REGISTRANT'S REGISTRATION STATEMENTS ON FORM S-8 (NOS. 333-110696, 333-100971
AND 333-11650), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS
SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY
FILED OR FURNISHED.
Attached hereto and incorporated by reference are the following Registrant's
press releases:
1. B.O.S. Better On-line Solutions Ltd. Announces Nomination of a new CEO
and President; Dated December 3, 2003
2. BOS Announces $1M Private Placement of Ordinary Shares; Dated December
14, 2003
3. BOS Completes Private Placement Transaction; Dated December 25, 2003
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.
B.O.S. Better On-Line Solutions, Ltd.
(Registrant)
By: /S/ Israel Gal
------------------
Israel Gal
President and CEO
Dated: December 31, 2003
B.O.S. - BETTER ON-LINE SOLUTIONS LTD.
--------------------------------------------------------------------------------
B.O.S. BETTER ON-LINE SOLUTIONS LTD. ANNOUNCES NOMINATION OF A NEW CEO AND
PRESIDENT
Adiv Baruch, presently Executive VP Business Development of Ness Technologies,
will be the Company's new CEO and President
TERADYON, ISRAEL - December 3, 2003 - B.O.S. Better On-line Solutions Ltd. (the
"Company" or "BOS") (NASDAQ: BOSC, TASE:BOS) announced today that Mr. Adiv
Baruch will be the next CEO and President of the Company, and will assume his
position January 1, 2004.
Mr. Adiv Baruch, presently Executive VP Business Development of Ness
Technologies, has expertise in the Telecom and High-tech industry. Mr. Baruch is
well respected in the Israeli High-tech market as well as the international
markets with his strategic capabilities and marketing vision.
Mr. Baruch is also a former partner and active director holding an executive
position at IPEX, acquired by Ness. He has served as founder and an executive or
director for several IT companies and Internet start-ups, and was significantly
involved in the M&A process and in assisting these companies in their global
expansion. Mr. Baruch is actively involved as the chairman of the Israeli Export
Institute Hi-Tech and Telecom Division. He has a B.Sc. in Computer Science and
Industrial Engineering from the Technion - Israel Institute of Technology.
Mr. Israel Gal, founder and incumbent CEO and President, will continue to serve
as a director of the Company, as well as the CEO of the Company's wholly-owned
subsidiary, Boscom Ltd., thus allowing him to fully devote his time to the
development and marketing of Boscom's innovative products.
EDOUARD CUKIERMAN, B.O.S. CHAIRMAN STATED:
"I believe that the nomination of Mr. Adiv Baruch as the new CEO will contribute
to the development of the Company. Mr. Baruch brings with him significant
relevant experience that will enable the Company to further expand and increase
its position in the international markets."
ABOUT B.O.S.
Through its wholly owned subsidiary, BOScom, the Company develops, produces and
markets multi-functional, cross-enterprise communication and networking
products. Marketed under the BOSaNOVA brand, these products are renowned for
their simplicity of use, quality, and reliability.
The IP Telephony line (www.boscom.com) offers innovative convergence migration
solutions that leverage a corporation's existing equipment infrastructure.
The legacy line (www.bosweb.com) provides solutions for IBM midrange-to-PC and
LAN connectivity and GUI emulation, and printing solutions that are operating
system-independent.
B.O.S. (www.boscorporate.com) was established in 1990 and became a public
company traded on the Nasdaq National Market in 1996 (Nasdaq:BOSC), and on the
Tel Aviv Stock Market in 2002 (TASE:BOS).
For further information, please contact:
Mr. Nehemia Kaufman
Tel. +972-4- 9907555
e-Mail: IR@boscom.com
THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN REFLECT MANAGEMENT'S CURRENT
VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD-LOOKING STATEMENTS, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF
WHICH ARE BEYOND THE CONTROL OF BOS, INCLUDING, BUT NOT LIMITED TO, THOSE RISKS
AND UNCERTAINTIES DETAILED IN BOS' PERIODIC REPORTS AND REGISTRATION STATEMENTS
FILED WITH THE U.S. SECURITIES EXCHANGE COMMISSION. BOS UNDERTAKES NO OBLIGATION
TO PUBLICLY UPDATE OR REVISE ANY SUCH FORWARD-LOOKING STATEMENTS TO REFLECT ANY
CHANGE IN ITS EXPECTATIONS OR IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
ANY SUCH STATEMENTS MAY BE BASED, OR THAT MAY AFFECT THE LIKELIHOOD THAT ACTUAL
RESULTS WILL DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS.
B.O.S. BETTER ON-LINE SOLUTIONS LTD.
BOS ANNOUNCES $1M PRIVATE PLACEMENT OF ORDINARY SHARES
TERADYON, ISRAEL - December 14, 2003 - B.O.S. Better On-Line Solutions Ltd.
("BOS" or the "Company") (NASDAQ: BOSC, TASE: BOS), a global developer of high
quality IP solutions, announced today that it has entered into a definitive
private placement agreement with two European private investors for the issuance
of 357,143 Ordinary Shares (9.37% of the current outstanding shares of the
Company) at a price per share of $2.80. The closing of the round is subject to
certain closing conditions.
The Company will use the proceeds from the sale of the Ordinary Shares for
general corporate purposes, including working capital or as otherwise to be
decided by the Company's Board of Directors.
When issued, the Ordinary Shares will not be registered under the Securities Act
of 1933, and may not be subsequently offered or sold by the investors without
registration or an applicable exemption from the registration requirements. BOS
has agreed to grant the investors certain incidental registration rights, to
cover the resale of the Ordinary Shares from this transaction, subject to
certain terms and conditions.
Edouard Cukierman B.O.S. Chairman commented: "I am pleased that the Company has
secured this private placement at this time, especially with quality European
investors. I believe that the latest changes in the Company, including the
nomination of Mr. Adiv Baruch as the new CEO, will contribute to the success of
the Company".
About B.O.S.
Through its wholly owned subsidiary, BOScom, the Company develops, produces and
markets multi-functional, cross-enterprise communication and networking
products. Marketed under the BOSaNOVA brand, these products are renowned for
their simplicity of use, quality, and reliability.
The IP Telephony line (www.boscom.com) offers innovative convergence migration
solutions that leverage a corporation's existing equipment infrastructure.
The legacy line (www.bosweb.com) provides solutions for IBM midrange-to-PC and
LAN connectivity and GUI emulation, and printing solutions that are operating
system-independent.
B.O.S. (www.boscorporate.com) was established in 1990 and became a public
company traded on the Nasdaq National Market in 1996 (Nasdaq:BOSC), and on the
Tel Aviv Stock Market in 2002 (TASE:BOS).
For further information, please contact:
Mr. Nehemia Kaufman
Tel. +972-4- 9907555
e-Mail: IR@boscom.com
THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN REFLECT MANAGEMENT'S CURRENT
VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD-LOOKING STATEMENTS, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF
WHICH ARE BEYOND THE CONTROL OF BOS, INCLUDING, BUT NOT LIMITED TO, THOSE RISKS
AND UNCERTAINTIES DETAILED IN BOS' PERIODIC REPORTS AND REGISTRATION STATEMENTS
FILED WITH THE U.S. SECURITIES EXCHANGE COMMISSION. BOS UNDERTAKES NO OBLIGATION
TO PUBLICLY UPDATE OR REVISE ANY SUCH FORWARD-LOOKING STATEMENTS TO REFLECT ANY
CHANGE IN ITS EXPECTATIONS OR IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
ANY SUCH STATEMENTS MAY BE BASED, OR THAT MAY AFFECT THE LIKELIHOOD THAT ACTUAL
RESULTS WILL DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS.
- 2 -
B.O.S. BETTER ON-LINE SOLUTIONS LTD.
BOS COMPLETES PRIVATE PLACEMENT TRANSACTION
TERADYON, ISRAEL - December 25, 2003 - B.O.S. Better On-Line Solutions Ltd.
("BOS" or the "Company") (NASDAQ: BOSC, TASE: BOS), a global developer of high
quality IP solutions, announced today that it has completed the private
placement transaction for the Company's Ordinary Shares with two European
private investors. The terms of the private placement are the same as announced
publicly on December 14, 2003.
About B.O.S.
Through its wholly owned subsidiary, BOScom, the Company develops, produces and
markets multi-functional, cross-enterprise communication and networking
products. Marketed under the BOSaNOVA brand, these products are renowned for
their simplicity of use, quality, and reliability.
The IP Telephony line (www.boscom.com) offers innovative convergence migration
solutions that leverage a corporation's existing equipment infrastructure.
The legacy line (www.bosweb.com) provides solutions for IBM midrange-to-PC and
LAN connectivity and GUI emulation, and printing solutions that are operating
system-independent.
B.O.S. (www.boscorporate.com) was established in 1990 and became a public
company traded on the Nasdaq National Market in 1996 (Nasdaq:BOSC), and on the
Tel Aviv Stock Market in 2002 (TASE:BOS).
For further information, please contact:
Mr. Nehemia Kaufman
Tel. +972-4- 9907555
e-Mail: IR@boscom.com
THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN REFLECT MANAGEMENT'S CURRENT
VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD-LOOKING STATEMENTS, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF
WHICH ARE BEYOND THE CONTROL OF BOS, INCLUDING, BUT NOT LIMITED TO, THOSE RISKS
AND UNCERTAINTIES DETAILED IN BOS' PERIODIC REPORTS AND REGISTRATION STATEMENTS
FILED WITH THE U.S. SECURITIES EXCHANGE COMMISSION. BOS UNDERTAKES NO OBLIGATION
TO PUBLICLY UPDATE OR REVISE ANY SUCH FORWARD-LOOKING STATEMENTS TO REFLECT ANY
CHANGE IN ITS EXPECTATIONS OR IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
ANY SUCH STATEMENTS MAY BE BASED, OR THAT MAY AFFECT THE LIKELIHOOD THAT ACTUAL
RESULTS WILL DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS.