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 January, 2010
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 31, 2009 in regard to principles for settlement with
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:
January 4, 2010
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By: |
/s/ Ido Schechter
Ido
Schechter
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The principles of the
settlement between Top Image Systems Ltd. (hereinafter: The Company) and holders
of Debentures (Series A) (hereinafter: the Holders)
Payment for trust (11
million NIS) and payment of interest
The
Company will pay The Holders the first payment of the debentures’ trust
(hereinafter: The First Payment), as well as the interest due on December
31st,
2009, as follows:
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a.
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A
sum of 5.83 million NIS from The First Payment will be paid on December
31st,
2009;
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b.
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the
interest payment due on December 31st,
2009 will be paid on time;
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c.
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a
sum on 2 million NIS from The First Payment will be paid within 3 business
days of the approval of this settlement, with an annual interest rate of
9% for the postponement period;
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d.
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No
later than June 30th,
2010, the Company will pay the remainder of The First Payment of the
debentures trust (hereinafter: The First Payment Remainder), with an
annual interest rate of 9% for the postponement
period.
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Capital
Raising
The
Company will strive to the best of its ability to raise the necessary capital
(by issuing rights or by another method). At the same time, the Company will
consider replacing the debt as detailed below.
Debt
Replacement
The trust
note will be amended to reflect that the Company is entitled to repay the
remainder of the undefrayed debentures at an early payment. In addition, the
Company will be obligated to pay the remainder of the undefrayed debentures at
an early payment in the case that an exit event occurs in which all or the
majority of the Company’s stock is sold. If early payment as detailed above will
occur by June 30th,
2010, these early payments will be made in exchange for 80% of the remainder of
the debentures trust and the accumulated interest by the day of payment. In
order to remove any doubts it is hereby clarified that the above is not to
diminish in any way the company’s obligation to pay the First Payment Remainder
in full, as detailed above.
Payment Distribution for
Debentures Fund
The trust
note will be amended to reflect that the remainder of the debentures fund (after
the First Payment of 11 million NIS) will be distributed to seven equal payments
of 4.7 million NIS each (hereinafter: Trust Distribution). The Company may
postpone the payment of the second payment for the debentures’ fund no later
than June 30th,
2011, with an annual interest rate of 9% for the postponement
period.
Interest
Any fund
payment that will be postponed as part of the payment distribution, beyond its
payment date according to the current trust note will have an annual interest
rate of 9% for the postponement period. The interest for postponement will be
distributed evenly in the fund, so that the actual interest of the undefrayed
remainder of the debentures will be constant.