UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
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, 2009
Commission
File Number 001-14552
Top
Image Systems Ltd.
(Translation
of registrant’s name into English)
2
Ben Gurion Street, Ramat Gan, Israel 52573
(Address
of principal executive office)
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 o
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 o No x
This Form
6-K including all attachments is being incorporated by reference into the
Registration Statement on Form S-8 (file no. 333-125064) and the Registration
Statement on Form F-3 (file no. 333-119885).
CONTENTS
Attached is a translation of a notice
filed with the Israeli Securities Authority and the Tel Aviv Stock Exchange
("TASE") on December 27, 2009 by the trustee of TIS' debentures traded on the
TASE calling for a special meeting of the debenture holders.
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, thereunto duly
authorized.
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Top
Image Systems Ltd.
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Date: December
27, 2009
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By:
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/s/ Ido Schechter | |
| Ido Schechter | |||
| Chief Executive Officer | |||
| Reznik Paz
Nevo Trusts Ltd. |
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December
24, 2009
To
All
Holders of Top Image Systems Debentures (Series A)
Via
MAGNA
Re: Announcement regarding a
special meeting of holders of Series A
Debentures of Top Image Systems Debentures (hereinafter: the “Company”)
Debentures of Top Image Systems Debentures (hereinafter: the “Company”)
The
trustee of the (series A) Debentures of the Company, Reznick, Paz, Nevo
Trustees, hereby respectfully announces a special meeting for all holders of
Debentures (Series A) (hereinafter: the “Debentures”, the “Holders”) of the
Company, to be held on December
31th,
2009.
Details
regarding the exact time and location will be announced
separately.
It shall
be clear that by publishing this invitation and calling this meeting the Trustee
has taken advantage of its authority set it clause 7.2.4 and/or 7.3.4 in the
trust note signed between the Company and the Trustee regarding the Debentures
on December 17th,
2006 (hereinafter: the “Trust note”), and in clause 6 of the second addition to
the Trust note, giving the Trustee the authority to shorten the time between the
announcement of a special holders’ meeting and its assembly, as designated by
the Trust note and its second addition. This is following legal counsel received
by the Trustee following the legal situation created since the last meeting of
the holders of the Debentures of the Company on November 4th,
2009 and the immediate release issued by the Company via the Magna System on
December 15, 2009 (reference number 2009-02-321087), stating that any
postponement in calling this meeting may injure the rights of holders of
Debentures of the Company.
It
should be clarified that in the case that the Company repays the complete fund
and interest owed to the holders of Debentures (Series A) as scheduled for
payment on December 31st,
2009, the meeting will not take place.
| Reznik Paz
Nevo Trusts Ltd. |
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A
– Meeting Agenda
The
following topics will be on the agenda for the meeting:
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.1.
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Report to Holders and
discussion of Company suggestions, as they are
raised.
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A report
of all events following the November 4th,
2009 general Holders’ meeting and the actions of the Trustee regarding the
rights of the Holders in this period of time.
Discussion
of suggestions of the Company regarding the repayment of the debt, as they are
raised.
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.2.
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Approval of Company
suggestions, as they are raised, or call for immediate repayment of
Debentures (Series A)
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Approval
of Company suggestions, as they are raised, according to clause 1 above, or, alternatively, a decision
regarding request for immediate repayment of the entire, undefrayed balance of
the Debentures (Series A).
A
decision according to this clause 2 will be a special decision (as detailed in
Section 2 below)
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.3.
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Hiring Legal Counsel
and Experts by the Trustee
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.3.1.
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Approval and
ratification of hiring of legal counsel for the Trustee – approval
and ratification of hiring attorneys from the offices of M Piron &
Associates to serve as legal counsel to the Trustee in its maintenance and
protection of the rights of the Holders by the Company, and, among others,
to take action, including legal action, as deemed necessary by the Trustee
or legal counsel according to the changing circumstances, for the purpose
of implementing a decision for immediate repayment as stated in clause 2
above, in case will be approved in the meeting, and/or to enforce the
Company’s commitments toward the Holders stemming from the Debentures and
the Trust note, as well as any other way the Trustee and legal counsel
deem necessary.
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.3.2.
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Authorizing the
Trustee to hire experts – authorizing the Trustee to hire experts
(economic or other) (in addition to legal counsel as stated in clause 3.1
above), as they are deemed necessary by the Trustee and/or legal counsel
for assisting the Trustee for the rights of the Holders of the Debentures,
maintaining them and their utilization with the
Company.
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It
is hereby clarified that any of the decisions in clauses 2 and 3 above are
subject to the commitment for indemnification and funding in clause 4
below, and to that extent clause 4 below should
be considered an inseparable part of each and every resolution proposals
in clauses 2 and 3 above.
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| Reznik Paz
Nevo Trusts Ltd. |
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.4.
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Indemnification of the
trustee, legal counsel and experts and funding their
activity
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.4.1.
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The first
priority – funding the expenses of the trustee, legal counsel and
experts (hereinafter: the "Activity Funding") will be done by the Company
as it agrees to do so.
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.4.2.
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The second priority
– In case the Company does not agree to the Activity Funding and/or
will not actually bear the costs of the Activity Funding, funding will
made out of the interest and/or the principal the Company is required to
pay the Holders of the Debentures (series A).
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In
the aforementioned case, the Trustee will be authorized to set an amount
which will be deducted from the aforementioned payments and be placed with
the trustee as a security for the Activity Funding and the Indemnification
of the trustee, legal counsel and experts (hereinafter: the "Security").
The Trustee will be authorized to create an additional Security as
detailed above occasionally, in a sum it will determine.
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.4.3.
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Third priority
– if the Trustee determines that the Security is insufficient to
cover the expenses of the experts, legal counsel and the Trustee, the
Holders will deposit an amount determined by the Trustee to cover the
remaining expenses of the experts, legal counsel and the trustee
(hereinafter: Additional Deposit). In light of the above, any Holders who
will vote in favor of the resolution proposals in clauses 2 and 3 above
are obligated to deposit with the Trustee an amount of no less than their
pro rata share (as defined below) of the Security amount as set by the
Trustee. After covering the expenses and fees of the trustee according to
the instructions of the trust note and payment of all the expenses of the
trustee for engaging legal counsel and experts, the amounts collected from
the company, whether by mutual consent, by any legal proceedings or
otherwise, will be used to reimburse the Bond Holders who took part in the
Activity Funding, prior and in preference to payment to the rest of the
Holders.
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| Reznik Paz
Nevo Trusts Ltd. |
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It is
hereby clarified that the decision regarding items 2 or 3 on the agenda
for the meeting means, among other things, that all Holders who voted in favor of the
aforementioned decision, has agreed, subject to the following in item D(ii) as
follows:
A. To
pay for its pro rata portion of the Activity Funding, as well as
B. To
indemnify the trustee, legal counsel and experts, according to their pro rata
portion, for any payment that will be imposed on the trustee, the representative
body or the experts related to their activity and in anything related to the
subject matters of the decision proposals in clauses 2 and 3 above.
C. “The pro rata portion” means
the relative portion of Debentures owned by each Holder, according to which the
Holder has voted for the decision proposals in clause 2 and 3 on the meeting
agenda, out of the total nominal value of all Debentures held by the Bond
Holders who voted in favor of the aforementioned proposals. It is
hereby clarified that the calculation of the relative portion will be made
according to the nominal value of the Debentures owned by the Holders at the
time of the meeting, and will remain fixed even if the nominal value of the
Debentures held by the aforementioned Holders will change after the time of the
meeting.
D. The
funding and indemnification obligations hereunder are subject to the following
terms:
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(i)
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To
the extent possible, the payment will be done through an offset of the
interest and/or principal payments payable to the holders who voted in
favor of the aforementioned decisions.
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(ii)
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Nothing
contained in the obligation for indemnification shall be deemed to
derogate from the obligation institution holders who voted against the aforementioned decision
proposals (for that purpose - institution holders shall have the meaning
given to such term in the Securities Ordinances (Method of Public
Allocation of Securities), 2007), (as they apply to them) according to the
instructions of the Ministry of the Treasury, as they may occasionally be,
regarding the obligation to fund the expenses of the aforementioned
trustee, the representative body and the experts.
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(iii)
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Nothing
contained in the obligation for indemnification shall be deemed to
derogate from the Company’s obligation to indemnify the trustee according
to the trust note as such an obligation
exists.
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| Reznik Paz
Nevo Trusts Ltd. |
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.5.
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Miscellaneous
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Decisions
regarding any additional issues as they are raised by the trustee and/or the
holders.
B
– Participation and Voting in the Meeting
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.1.
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Debentures Holders
(series A) eligible for participation and voting at the
meeting
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The
record date for participation in the meeting and in any postponed meeting is by
the end of business Monday, December 28th,
2009 (the "Record Date").
Any
person who is able to deliver the trustee with the
following documents on
or prior to the
opening of the meeting will be eligible to participate in the
meeting:
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.1.1.
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Certification
from a member of the exchange regarding a balance of Debentures owned by
such Holder as of the Record Date; or
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.1.2.
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Autonomous
power of attorney from the Hapoalim bank transfer agent company as number
of Debentures registered in such company’s name in the Series A Bond
Holders’ register as of the Record Date (according to which the official
representative of the transfer agent not prohibited from exercising his or
her discretion at thevote).
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.2.
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Quorum
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The
quorum for transacting any business at a meeting called in order to
make an ordinary resolution is at least two Holders of Series A
Debentures, either in person or by proxy, and who together represent at least
ten percent (10%) of the nominal value of the outstanding balance of Series A
Debentures at such time.
If no
quorum exists at an ordinary postponed
meeting – quorum will them consist of two (2) Holders of Series A
Debentures, either in person or by proxy, without regard to the nominal value of
their Debentures.
The
quorum for transacting any business at a meeting called in order to
make a special resolution is at
least two Holders of Series A Debentures, either in person or by proxy, and who
together represent at least fifty percent (50%) of the nominal value of the
outstanding balance of Series A Debentures at such time.
| Reznik Paz
Nevo Trusts Ltd. |
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If no
quorum exists at a special postponed
meeting – quorum for transacting any business at a meeting called in order to
make a special resolution is at
least two Holders of Series A Debentures, either in person or by proxy, and who
together represent at least ten percent (10%) of the nominal value of the
outstanding balance of Series A Debentures at such time.
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It
is hereby clarified that for calculation of a quorum in a special
resolution meeting, the votes of Holders who are holders of a
controlling interest in the Company, or who are a relevant side in Company
decisions, companies own by these sides or connected companies to these
sides, as defined by the Securities Law, with the exception of any of
those who is an investor included in listed investors in the first
addition to the Securities Law (as per clause 15a(b)(1) to the Securities
Law), who is not investing on his own behalf, and whose vote will be
counted.
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.3.
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The necessary majority
required for a resolution of the Bond
Holders
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The
required majority for the approval of an ordinary resolution is a
regular majority of the number of votes attended and cast in favor of or against
any proposal.
The
required majority for the approval of a special resolution is a
majority of less than 75% of the number of votes attended and cast in favor of
or against any proposal.
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It
is hereby clarified that for calculation of a votes in a special
resolution meeting, the votes of Holders who are holders of a
controlling interest in the Company, or who are a relevant side in Company
decisions, companies own by these sides or connected companies to these
sides, as defined by the Securities Law, with the exception of any of
those who is an investor included in listed investors in the first
addition to the Securities Law (as per clause 15a(b)(1) to the Securities
Law), who is not investing on his own behalf, and whose vote will be
counted.
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.4.
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Calling a postponed
meeting
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If within
thirty minutes of the scheduled time for the meeting a quorum is not available,
the meeting will be postponed to January 3rd,
2009 and at the same time and
place, without
necessity for additional announcement, or
to another date, time and place as decided by the trustee, and in this case a
current report will be published by the MAGNA system announcing the postponed
meeting (at least) seven (7) days in advance.
For
matters regarding the quorum for a postponed meeting – whether ordinary or
special – see clause 3 above.
| Reznik Paz
Nevo Trusts Ltd. |
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.5.
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Voting by
Proxy
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Bond
Holders are eligible to participate and vote in any general meeting by
appointing a proxy.
Appointing
of the proxy will be in writing and will be signed by the appointer or an
individual with power of attorney allowing appointing such person to appoint a
proxy. If the appointer is a corporation, appointment will be done by written
authorization signed by the corporation as required by law, with an attorney
certifying the validity of the signature.
A proxy
does not need to be a bond holder.
A letter
of appointment of the other documents under which the letter of appointment was
signed or a certified copy of this power of attorney will be deposited with the
trustee no later than the beginning of the meeting.
A vote
conducted according to the terms in the document appointing a representative
will be valid even if prior to such meeting the appointer has passed away, has
been declared legally incompetent, the letter of appointment was canceled, or
ownership of the Bond for which the vote was given was transferred, unless an
announcement regarding any of the above was delivered to the Company’s offices
in writing by the beginning of the meeting.
Any
corporation which is a Bond Holder is permitted, by a legally signed
authorization, to give any person it decides to act as its representative in any
Bond Holders’ meeting, and the authorized person is permitted to act on behalf
of the represented corporation.
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.6.
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Review of
documents:
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The trust
note for the Series A Bond can be reviewed at the offices of the trustee
“Reznick, Paz Nevo”, 14 Yad Haruzim St., Tel Aviv 67778, Sunday-Thursday between
8am and 3pm, with an advance appointment with counsel of Trustees – Att. Liat
Bachar-Segal, Tel.: 03-6389200.
Reznick,
Paz, Nevo Trustees Inc.