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 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2003
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 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 business conditions and growth or deterioration in
our 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.
New Capital Investment
On July 16, 2003, Commtouch issued the press release attached to this
Report on Form 6-K as Exhibit 1 relating to the Ordinary Shares and Warrants
Purchase Agreement attached to this Report on Form 6-K as Exhibit 2.
Subsequent to issuance of the press release, additional investors
agreed to participate in the offering. The final offering statistics are as
follows:
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Shares To Be Purchased Per Share Offering Gross Offering Warrants Issuable to Warrant Exercise
by Investors price Proceeds Investors Price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
2,880,000 $0.50 $1,440,000 1,440,000 $0.50
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The warrants are currently exercisable and expire in five years.
Commtouch has agreed to file a registration statement with the SEC
within 60 days to allow the investors to publicly resell all shares sold in the
private placement, including those issuable under the warrants. Commtouch has
agreed to keep the registration statement effective for 36 months.
If the registration statement is not filed in 60 days, or does not
become effective in four months or does not remain effective for 36 months, then
Commtouch may be required to pay investors a penalty. The penalty will be 5% per
month of the aggregate purchase price paid plus the spread between the warrant
exercise price and the average price for the ordinary shares for
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each trading day until the registration conditions are fulfilled. The penalty is
payable either in cash or in registered ordinary shares. Also, if the
registration statement is not declared effective by the SEC in 90 days, the
investors will have the right to register their shares on any registration
statements filed by Commtouch for corporate financings.
Commtouch is in the process of requesting approval from the Office of
the Chief Scientist of Israel and the Investment Center of the State of Israel,
which are required to close the transaction and receive the proceeds of the
offering. We currently expect to receive these approvals in approximately two
weeks. The offering proceeds will be used for general corporate working capital.
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.
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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 July 24, 2003 By /s/Devyani Patel
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Devyani Patel
VP Finance
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Exhibit Index
Exhibit Number Description of Exhibit
1 Press release of July 16, 2003
2 Ordinary Shares and Warrants Purchase Agreement dated as of
July 10, 2003, by and between Commtouch Software Ltd., and the
investors listed on Exhibit A attached thereto.
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