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 February 2005
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
--- ---
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
----- -----
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 failure of the Company to satisfy the conditions
imposed by the Nasdaq Listing Qualifications Panel for the continued listing of
Commtouch shares on The Nasdaq SmallCap Market; 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
1. Attached as Exhibit 99.1 hereto is the Company's press release
announcing financial results of the Company for the fourth quarter and
year end 2004.
2. Attached as Exhibit 99.1 to the Company's Form 6-K filed with the
Securities and Exchange Commission ("SEC") on November 5, 2004 (the
"Prior Form 6-K") is a press release summarizing certain Nasdaq Listing
Qualifications Panel ("Panel") requirements relating to continued
listing of the Company's Ordinary Shares on The Nasdaq SmallCap Market.
Included in that summary is the requirement of a submission to Nasdaq
by January 31, 2005 of an unaudited balance sheet evidencing the
Company's continued compliance with the $2.5 million shareholders'
equity requirement as of December 31, 2004 (the "Nasdaq Requirement").
On January 31, 2005, the Company submitted to Nasdaq the balance sheet
attached to Exhibit 99.1 of this Form 6-K, which shows shareholders'
equity of approximately $2.59 million. The Company believes that its
submission to Nasdaq satisfies the Nasdaq Requirement, though there can
be no assurance that Nasdaq will agree with this position.
The Company must meet those future requirements of the Panel's listing exception
enumerated in the Prior Form 6-K, and continue to maintain compliance with all
requirements for continued listing on The Nasdaq SmallCap Market. Failure to
meet the requirements or satisfy any of the conditions will result in the
Company's delisting. The Company will remain subject to the listing exception
until such time as the Company has demonstrated to the Nasdaq Listing
Qualifications Panel an ability to sustain compliance with the minimum
shareholders' requirement over the long term.
2
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: February 7, 2005 By _________________________________
Devyani Patel
VP of Finance
Exhibit Index
Exhibit Number Description of Exhibit
-------------- ----------------------
99.1 Press release of February 7, 2005
3