FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2004
Commission File Number 000-26495
Commtouch Software Ltd.
(Translation of registrant's name into English)
1A Hazoran Street
Poleg Industrial Park, P.O. Box 8511
Netanya 42504, Israel
011-972-9-863-6888
(Address of principal executive offices)
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
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 ______
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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
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COMMTOUCH SOFTWARE LTD.
FORM 6-K
Forward-Looking Statements
This Report on Form 6-K contains forward-looking statements, including
projections about our business, within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
For example, statements in the future tense, and statements including words such
as "expect", "plan", "estimate", anticipate", or "believe" are forward-looking
statements. These statements are based on information available to us at the
time of the Report; we assume no obligation to update any of them. The
statements in this Report are not guarantees of future performance and actual
results could differ materially from our current expectations as a result of
numerous factors, including the non-occurrence of any of the Company's proposed
transactions, the failure to consummate the PIPE and repay the convertible
notes; the failure of the Company to receive shareholder approval of the PIPE
and repayment of the convertible notes and related matters; the failure of the
Company to consummate the transactions within the timeframe required by Nasdaq,
or to otherwise fail to satisfy the conditions imposed by the Nasdaq Listing
Qualifications Panel for the continued listing of Commtouch shares on The Nasdaq
SmallCap Market; the acceleration of the payment date of convertible notes due
to a delisting by Nasdaq; business conditions and growth or deterioration in the
Internet market, commerce and the general economy both domestic as well as
international; fewer than expected new-partner relationships; competitive
factors including pricing pressures; technological developments, and products
offered by competitors; availability of qualified staff for expansion; and
technological difficulties and resource constraints encountered in developing
new products as well as those risks described in the Company's Annual Reports on
Form 20-F and reports on Form 6-K, which are available through www.sec.gov.
Purpose of this Report
On November 1, 2004, the Company announced that it entered into definitive
agreements relating to i) the private placement of approximately $4 million
shares of Series A Preferred Shares for approximately $2.1 million (the "PIPE")
and ii) the early repayment of $3 million of convertible notes. A summary of the
terms of these transactions is found in the press release attached hereto as
Exhibit 99.1, which summary is qualified by reference to the definitive
agreements attached to this Report. Also attached to this Report are the main
agreements and documents embodying the terms of the transactions. The closing of
the transactions is subject to, among other closing conditions, the receipt of
shareholder approval, to be sought at the annual meeting of shareholders
expected to be held in early December 2004.
Subsequent to the signing of the definitive agreement under the PIPE, the
Company and additional buyers agreed on the sale of additional Series A
Preferred Shares on the same terms as those relating to the original buyers, in
an amount of approximately $1.1 million. The total amount of proceeds expected
to be received by the Company upon the closing of the PIPE is $3.15 million,
with the Company to issue 6,230,000 Series A Preferred Shares in consideration
thereof.
Information Incorporated by Reference
The information in this Report on Form 6-K is incorporated by reference into all
Registration Statements which we have filed or which we will file in the future
under the Securities Act of 1933, as amended, which permit such reports to be so
incorporated.
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.
COMMTOUCH SOFTWARE LTD.
(Registrant)
Date: November 4, 2004 By /s/ GIDEON MANTEL
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Gideon Mantel
CEO
Exhibit Index
Exhibit Number Description of Exhibit
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99.1 Press Release announcing signing of agreements for sale of at
least $2.1 million of convertible preferred shares and
repayment of $3 million of convertible notes
99.2 Proposed Amended and Restated Articles of Association
99.3 Securities Purchase Agreement of October 31, 2004
99.4 Registration Rights Agreement of October 31, 2004
99.5 Redemption, Amendment and Exchange Agreement of October 31,
2004
99.6 Form of Warrant