FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d -16
of the Securities Exchange Act of 1934
For the Month of June 2005
B.O.S. BETTER ON-LINE SOLUTIONS, LTD.
(Translation of Registrant's Name into English)
100 BOS ROAD, TERADION 20179, ISRAEL
(Address of Principal Corporate Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [_]
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 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]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE
REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-3 (No. 333-117529) FORM S-8 (NOS.
333-110696, 333-100971 AND 333-11650), AND TO BE A PART THEREOF FROM THE DATE ON
WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR
REPORTS SUBSEQUENTLY FILED OR FURNISHED.
The Registrant hereby announces that at the annual general meeting of
shareholders held today all proposed resolutions set forth in the proxy
statement filed on Form 6-K on May 24, 2005, have been adopted, as follows:
1. to elect the following persons to serve as members of the Board of
Directors: Messrs. Edouard Cukierman, Adiv Baruch, Avishai Gluck, Andrea
Mandel-Mantello, Ronen Zavlik and Joel Adler, until the next Annual General
Meeting of Shareholders and until their successors have been duly elected
and qualified.
2. to reelect Dr. Yael Ilan and Prof. Adi Raveh as external directors to hold
office for an additional three year term commencing November 14, 2005 and
February 18, 2006 respectively.
3. to reappoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young
International, Ltd., as the Company's Independent Auditors.
4. to ratify and approve the private placement transaction according to the
parameters described in the proxy statement.
5. to approve an increase of the number of options available for issuance
under the Company's 2003 Israeli Share Option Plan, from 625,000 to 1
million.
6. to approve the consultancy agreement between BOScom Ltd. and Xorcom Ltd.
7. to approve the accelerated vesting of options granted to Mr. Israel Gal,
and the extension of their exercise period.
8. to approve the grant of options to Signum Ltd.
9. With respect to the remuneration and grant of options to Company directors:
a. to cancel the 18% reduction in the directors' annual fee and to
reinstate the annual fee at the rate it was prior to the reduction.
b. to approve the grant of additional options to directors on the third
anniversary of their service.
Signature
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.
B.O.S. Better On-Line Solutions, Ltd.
(Registrant)
By: /s/ Adiv Baruch
-------------------
Adiv Baruch
President and CEO
Dated: June 29, 2005