FORM 6-K/A
AMENDMENT NO. 1
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 August 2003
(containing quarterly information for the quarter ended June 30, 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
--- ---
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
Explanatory Note
The Company filed a Report on Form 6-K pertaining to its second quarter 2003
results on August 27, 2003. The company is hereby filing this amended 6-K to
reflect a reclassification of a portion of the carrying amount of the
convertible loan from debt to equity in conformity with EITF 00-27. The
reclassification portion is related to the fair value of the beneficial
conversion feature of the loan. It is noted that the reclassification appears
only within the condensed consolidated balance sheets set forth within the body
of this Form 6-K, and not within Exhibit 1 hereto. The reclassification results
in an increase of $325 of equity and a corresponding discount on an account of
the debt, such discount is amortized over the term of the convertible loans over
three years. The reclassification does not affect the company's results of
operations for the six months ending June 30, 2003.
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.
Second Quarter 2003 Results
Attached hereto and incorporated by reference herein is our press release
announcing the results of Q2 for 2003 (issued on August 27, 2003 prior to the
above-noted reclassification which is the subject of this amended Form 6-K).
Furthermore, the balance sheet is presented below, on a pro forma as adjusted
basis, to give effect to the sale of 5,546,667 ordinary shares in the two
private placements announced on July 4th and August 16th at the prices of $0.50
and $0.60, respectively.
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COMMTOUCH SOFTWARE LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(USD in thousands)
June 30,
2003
Pro
June 30, Forma December 31,
2003 As 2002
Actual adjusted Actual
------ ------ ------
Assets
Current Assets:
Cash and cash equivalents ................ $1,034 $4,074 $1,388
Trade receivables, net ................... -- -- 64
Prepaid expenses and other
accounts receivable .................... 145 145 231
------ ------ ------
Total current assets ..................... 1,179 4,219 1,683
------ ------ ------
Long-term lease deposits .................. 5 5 5
Equity investment in Imetrix .............. 240 240 3
Severance pay fund ........................ 311 311 264
Property and equipment, net ............... 698 698 1,029
------ ------ ------
$2,433 $5,473 $2,984
------ ------ ------
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable ......................... 347 347 338
Employees and payroll accruals ........... 615 615 424
Accrued expenses and other liabilities ... 281 281 372
------ ------ ------
Total current liabilities ................ 1,243 1,243 1,134
------ ------ ------
Other liabilities ........................ 135 135 135
Convertible loan, net .................... 243* 243* --
Accrued severance pay .................... 328 328 278
------ ------ ------
706 706 413
------ ------ ------
Shareholders' equity ..................... 484* 3,524* 1,437
------ ------ ------
$2,433 $5,473 $2,984
====== ====== ======
* = Reclassified
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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 amended report to be signed on its behalf by
the undersigned, thereunto duly authorized.
COMMTOUCH SOFTWARE LTD.
(Registrant)
Date October 17, 2003 By
------------------------------
Devyani Patel
VP Finance
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Exhibit Index
Exhibit Number Description of Exhibit
-------------- ----------------------
1 Press release of August 21, 2003
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