SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2002
ATTUNITY LTD
(Name of Registrant)
Einstein Building, Tirat Carmel, Haifa, Israel 39101
(Address of Principal Executive Office)
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 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 by furnishing the information contained in
this Form, the registrant 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): 82- ---------------
This Form 6-K is being incorporated by reference into the Company's Form
F-3 Registration Statements File Nos. 333-11972, 333-12450 and 333-14140.
ATTUNITY LTD
6-K Items
1. Attunity Ltd Proxy Statement for Annual General Meeting to be held December
31, 2002.
2. Attunity Ltd Proxy Card.
ITEM 1
ATTUNITY LTD
December 2, 2002
NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS
Attunity Ltd Shareholders:
We cordially invite you to our 2002 Annual General Meeting of
Shareholders. It will be held at 10 a.m. on Tuesday, December 31, 2002 at our
offices at the Einstein Building, Tirat Carmel, Haifa, Israel.
The purpose of the meeting is to consider and vote upon the following
matters:
(1) The election of three directors for terms expiring at the 2003
Annual General Meeting and one outside director for a term
expiring in 2005;
(2) Ratification of the appointment of Kost, Forer & Gabbay as our
independent auditors for the year ending December 31, 2002 and
authorization for the board of directors to fix their
remuneration;
(3) Receipt and consideration of our Directors' Report, Auditor's
Report and Consolidated Financial Statements for the year ended
December 31, 2001;
(4) Approval of the terms of cash compensation for our outside
directors; (5) Approval of the grant of options to certain of our
directors; (6) Approval of an agreement with our Chairman of the
Board and Interim Chief Executive Officer.
The board of directors recommends that you vote in favor of all of the
proposals, which are described in the attached Proxy Statement.
You can vote by proxy either by mail or in person. If voting by mail, the
proxy must be received by our transfer agent or at our registered office in
Israel at least 48 hours prior to the meeting to be validly included in the
tally of ordinary shares voted at the meeting. Detailed proxy voting
instructions are provided both in the Proxy Statement and on the enclosed proxy
card.
Sincerely,
Arie Gonen, Chairman
BY ORDER OF THE BOARD OF DIRECTORS
Shlomo Baumgarten, Corporate Secretary
PROXY STATEMENT
This statement is being furnished in connection with the solicitation of
proxies on behalf of the board of directors of Attunity Ltd to be voted at the
Annual General Meeting of Shareholders, or the Meeting, to be held on Tuesday,
December 31, 2002 and any adjournment thereof (the "Meeting"). Shareholders will
be asked to vote upon: (i) the election of three directors and one outside
director; (ii) appointment of Kost Forer & Gabbay, a member of Ernst & Young
International, as our independent auditors for the year ending December 31, 2002
and authorization for the board of directors to fix their compensation; (iii)
consideration and receipt of our Auditor's Report, Directors' Report and
Consolidated Financial Statements for the year ended December 31, 2001 (iv) the
terms of cash compensation for our outside directors; (v) approval of the grant
of options to certain of our directors (including outside directors) and (vi)
approval of an agreement with Arie Gonen, our Chairman and Interim Chief
Executive Officer. Our 2001 Annual Report on Form 20-F, including our audited
financial statements for the fiscal year ended December 31, 2001, and the proxy
card enclosed with this Proxy Statement are being mailed to shareholders on or
about December 2, 2002.
Shares eligible to be voted and for which a proxy card is properly signed
and returned at least 48 hours prior to the beginning of the Meeting will be
voted as directed. If directions are not given or directions are not in
accordance with the options listed on a signed and returned proxy card, such
shares will be voted FOR the nominees for director and FOR each proposition on
the agenda at the Meeting. Unsigned or unreturned proxies, including those not
returned by banks, brokers, or other record holders, will not be counted for
quorum or voting purposes. You may revoke your proxy at any time prior to the
exercise of authority granted in the proxy by giving a written notice of
revocation to our Corporate Secretary, by submitting a subsequently dated,
validly executed proxy, or by voting in person.
As of December 2, 2002, the record date for determination of shareholders
entitled to vote at the Meeting, there were outstanding 14,767,432 ordinary
shares. Each ordinary share entitles the holder to one vote. The ordinary shares
have a par value of NIS 0.1 per share. The presence of two shareholders, holding
at least one third of our voting rights, represented in person or by proxy at
the Meeting, will constitute a quorum. If, within half an hour from the time
appointed for the holding of a general meeting, a quorum is not present, the
meeting shall stand adjourned to the same day in the next week at the same time
and place, and if, at such adjourned meeting, a quorum is not present within
half an hour from the time appointed for holding the meeting any two
shareholders present in person or by proxy shall constitute a quorum. This proxy
shall constitute notice of such adjourned meeting and no additional notice shall
be provided by us to the shareholders. An affirmative majority of the votes cast
is required to approve each of the proposals to be presented at the Annual
General Meeting, except Item 1 with respect to the election of Ms. Anat Segal as
an outside director which requires either (i) the affirmative vote of the
holders of a majority of the ordinary shares represented at the Annual General
Meeting, in person or by proxy and voting thereon, provided that at least one
third of the non-controlling shareholders represented and voting at the Annual
General Meeting are included in the majority; or (ii) that the total
shareholdings of those who have no controlling interest who vote against the
proposal do not represent more than 1% of the voting rights in our company.
Under the Israeli Companies Law, Item 1 with respect to the election of Ms. Anat
Segal as an outside director requires that our shareholders notify us prior to
the vote at the Annual General Meeting, or if such vote is made by proxy on the
proxy card, whether or not they have a personal interest with respect to the
subject matter of any of these items. The term "personal interest" is defined as
"a person's personal interest in an act or transaction of the company, including
the personal interest of his relatives and of any other corporation in which he
or his relatives is an interested party, and exclusive of personal interest that
stems from the fact of holding shares in the company." If a shareholder fails to
notify us as to whether he or she has a personal interest in any of these items,
the shareholder may not vote and his vote will not be counted with respect to
such item. There will be a specific place on the front of the proxy card to
indicate if you have a personal interest in Item 1 with respect to the election
of Ms. Anat Segal as our outside director.
A broker who is the record owner of ordinary shares beneficially owned by
a customer will have discretionary authority to vote such ordinary shares in the
election of directors and all other proposals herein if the broker has not
received voting instructions from the beneficial owner by the tenth day before
the Meeting, provided that this Proxy Statement was transmitted to the
beneficial owner at least 15 days before the Meeting. Abstentions and broker
"non-votes" are not counted in determining outcomes of matters being acted upon.
They are counted only for determining a meeting quorum. A broker "non-vote"
occurs when a nominee holding ordinary shares of our company for a beneficial
owner does not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that proposal and has not received
instructions from the beneficial owner.
We will bear the cost of soliciting proxies from our shareholders. Proxies
will be solicited by mail and may also be solicited personally or by telephone
by our directors, officers and employees. We will reimburse brokerage houses and
other custodians, nominees and fiduciaries for their expenses in accordance with
the regulations of the Securities and Exchange Commission concerning the sending
of proxies and proxy material to the beneficial owners of stock.
You may vote by submitting your proxy with voting instructions by mail if
you promptly complete, sign, date and return the accompanying proxy card in
enclosed self-addressed envelope to our transfer agent or to our registered
office in Israel at least 48 hours prior to the Meeting.
ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
Our board of directors proposes the election of Arie Gonen, Dan Falk and
Robert J. Majteles as directors, to hold office for one year until the 2003
Annual General Meeting and until their successors are elected and qualified, and
the election of Ms. Anat Segal as an outside director (as defined by the Israeli
Companies Law), to hold office for three years until our Annual General Meeting
of 2005 and until her successor is elected and qualified. Each nominee is
currently serving as a member of our board of directors, except for Ms. Anat
Segal.
Should any of the nominees be unavailable for election, the proxies will
be voted for a substitute nominee designated by the board of directors. None of
the nominees are expected to be unavailable.
Under the Companies Law, the affirmative vote of the holders of a majority
of the ordinary shares represented at the Annual General Meeting in person or by
proxy and entitled to vote and voting thereon will be necessary for shareholder
approval of the election as directors of Messrs. Gonen, Falk and Majteles. The
approval of the election as an outside director of Ms. Anat Segal shall require
the affirmative vote of the holders of a majority of the ordinary shares
represented at the Annual General Meeting in person or by proxy and voting
thereon, provided that either (i) at least one third of the non-controlling
shareholders represented and voting at the Annual General Meeting are included
in the majority; or (ii) that the total shareholdings of the non-controlling
shareholders who vote against their election do not represent more than 1% of
the voting rights in our company.
Set forth below is information about each nominee, including age,
position(s) held with the company, principal occupation, business history and
other directorships held.
Name Age Position with the Company
---- --- -------------------------
Arie Gonen............................... 56 Chairman of the Board
Dan Falk ................................ 57 Director
Robert J. Majteles....................... 38 Director
Anat Segal............................... 36 Outside Director
Nominees For Election as Director for Terms Expiring in 2003
Arie Gonen has served as our Chairman and a director since December 1988.
Mr. Gonen received a B.Sc. in Electrical Engineering and a M.Sc. in Computer
Sciences from the Technion Israel Institute of Technology.
Dan Falk was appointed as a director in April 2002. From 1999 until 2000 he
served as the President and Chief Operating Officer and then Chief Executive
Officer of Sapiens International Corporation N.V., a publicly traded company
that provides cost-effective business software solutions. From 1995 until 1999
Mr. Falk was Executive Vice President of Orbotech, a maker of automated optical
inspection and computer aided manufacturing systems. Prior to 1995, from 1992,
Mr. Falk was Chief Financial Officer of Orbotech. Mr. Falk serves as the
chairman of the board of directors of Atara Technology Ventures and is a member
of the boards of directors of Orbotech, Nice Systems Ltd., Orad Hi-Tec Systems
Ltd., Netafim Ltd., Visionix Ltd., Ramdor Ltd., Medcon Ltd. and Advanced Vision
Technology Ltd. He has a B.A. degree in economic and political sciences from the
Hebrew University and an M.B.A. degree from the Hebrew University School of
Business.
Robert J. Majteles was appointed as a director on June 11, 2002. Mr.
Majteles is managing member of Treehouse Capital, LLC, a management and
financial advisor. From January 2000 through April 2001 he was the Chief
Executive Officer of Citadon, Inc., a leading provider of collaboration software
to the construction and engineering industries. Prior thereto and from April
1997 Mr. Majteles was the Chief Executive Officer of ULTRADATA Corporation, a
publicly-traded developer of software for financial institutions. From January
1991 until June 1996, he held several management positions which included Vice
President Sales, Chief Operating Officer, President and Chief Executive Officer
in CAMAX Systems Inc., a mechanical engineering software firm. From January 1990
until January 1991 Mr. Majteles was a merchant banker with Investment Advisers,
Inc., a fund management firm based in Minnesota. Prior thereto and from July
1989 he was a mergers and acquisitions attorney at Skadden, Arps, Slate, Meagher
& Flom, a New York-based law firm. Mr. Majteles also serves as a board member of
Artisoft, Inc., a provider of software-based telephone systems. Mr. Majteles
holds a J.D. degree from Stanford University Law School and a B.A. degree from
Columbia University.
Special Situations Fund III, L.P., Special Situations Cayman Fund, L.P.,
Special Situations Private Equity Fund, L.P. and Special Situations Fund, L.P.
have entered into an agreement with Mr. Majteles and Treehouse Capital, LLC
pursuant to which Treehouse, through Mr. Majteles, provides certain management
and financial advisory services for the funds on request. Pursuant to this
agreement, the funds pay Treehouse a retainer of $10,000 per month. If Mr.
Majteles's services are requested by the funds with respect to a particular
portfolio investment, Treehouse is entitled to 10% of the funds' net gain (as
defined) or net loss (as defined) on the investment during the term of the
agreement, offset by certain fees that may be paid by the portfolio company to
Treehouse or Mr. Majteles directly and, except in certain cases, the amount of
the retainer paid to Treehouse. Under the agreement, Mr. Majteles is required to
act independently of the funds in discharging his fiduciary duties to
shareholders of any company for which he serves as a member of the Board of
Directors and also is obligated not to disclose to the funds or use for his own
benefit any confidential information he obtains in connection with his service
for a particular portfolio company. Mr. Majteles does not have or share voting
or dispositive power over any securities held by the funds. Mr. Majteles has
agreed to serve as a director of the company pursuant to this agreement.
Nominee For Election As An Outside Director For Term Expiring In 2005
Anat Segal has acted as an independent advisor providing investment banking
services and financial and strategic consulting to high-tech companies since
January 2000. Prior to that and since 1998, she has served as the Managing
Director and Head of Corporate Finance of Tamir Fishman & Co., which was then an
Israeli strategic affiliate of Hambrecht and Quist. From 1996 until 1998 she
served as a Vice President of Investment Banking, Robertson Stephens &
Co/Evergreen. From 1990 until 1996 Ms. Segal held senior positions with Bank
Hapoalim Group and Poalim Capital Markets. She also serves as a board member of
AVT, a public company traded in Frankfurt, Germany. Ms. Segal holds a B.A.
degree in Economics and Management, an M.B.A. degree and an L.L.B. degree from
Tel Aviv University.
The Board of Directors recommends a vote FOR the election of each
nominee for director named above.
Outside Director Continuing in Office
Roni Ferber has served as a director since October 1995 and was designated
an outside director by our board of directors in May 2001. Mr. Ferber has been
self-employed as a business consultant since December 1992. From 1967 until
December 1992, Mr. Ferber was General Manager and President of Nikuv Ltd., an
Israeli publicly traded software company. Mr. Ferber serves as a director in
Comtech Ltd., an Israeli public software company traded on the Tel Aviv Stock
Exchange and Damatek Ltd. an Israeli electronic monitoring solutions company
traded on the London Stock Exchange. Mr. Ferber holds a B.A. degree in Economics
from the Hebrew University in Jerusalem and an M.A. degree in Semitic Languages
from the Tel Aviv University. His term as outside director will expire in 2004.
Audit Committee
The Israeli Companies Law provides that public companies must appoint an
audit committee, which must consist of at least three members and include all of
the company's outside directors. The chairman of the board of directors, any
director employed by the company or providing services to the company on a
regular basis, any controlling shareholder and any relative of a controlling
shareholder may not be a member of the audit committee. An audit committee may
not approve an action or a transaction with a controlling shareholder, or with
an office holder, unless at the time of approval two outside directors are
serving as members of the audit committee and at least one of the outside
directors was present at the meeting in which an approval was granted.
The Nasdaq National Market requires us to have at least three independent
directors on our board of directors and to establish an audit committee; all of
whose members are independent of management. Messrs. Ferber and Falk are on our
audit committee and qualify as independent directors under the Nasdaq National
Market requirements. Mr. Ferber qualifies as an outside director under the
Israeli Companies Law requirements. Subject to her election by our shareholders
at our Annual Meeting, Ms. Anat Segal will qualify both as an independent
director under the Nasdaq National Market requirements and as an outside
director under the Israeli Companies Law and will be the third member of our
audit committee following her election at this Meeting.
Internal Auditor
The Israeli Companies Law requires the board of directors of a public
company to appoint an internal auditor nominated by the audit committee. A
person who does not satisfy the Companies Law's independence requirements may
not be appointed as an internal auditor. The role of the internal auditor is to
examine, among other things, the compliance of the company's conduct with
applicable law and orderly business practice. Mr. Yossi Genosar, CPA, who
practices accounting and auditing with an auditing firm in Tel Aviv, serves as
our internal auditor.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of October 28, 2002,
regarding the beneficial ownership by (i) all shareholders known to us to own
beneficially more than 5% of our ordinary shares, (ii) each director and (iii)
all directors and executive officers as a group:
Number of Ordinary Shares Percentage of
Beneficially Owned (1) Outstanding
Ordinary Shares (2)
Arie Gonen............................................. 1,250,000 8.5%
Dan Falk............................................... -- --
Roni Ferber............................................ 20,000(3) *
Robert J. Majteles..................................... -- --
Dov Biran.............................................. 893,720 6.1%
Special Situations Fund III, L.P....................... 4,143,112(4,5,6) 24.6%
Special Situations Private Equity Fund, L.P............ 1,838,100(4,7,8) 11.7%
Special Situations Technology Fund, L.P................ 917,600(4,9,10) 6.0%
Special Situations Cayman Fund L.P..................... 768,200(4,11,12) 5.1%
All directors and executive officers as a group (5
persons)............................................... 1,382,833(13) 9.3%
-----------------
* Less than 1%
-------------------------------------------------------------------------------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "Commission") and generally
includes voting or investment power with respect to securities.
Ordinary shares relating to options currently exercisable or
exercisable within 60 days of December 2, 2002 are deemed outstanding
for computing the percentage of the person holding such securities but
are not deemed outstanding for computing the percentage of any other
person. Except as indicated by footnote, and subject to community
property laws where applicable, the persons named in the table above
have sole voting and investment power with respect to all shares shown
as beneficially owned by them.
(2) The percentages shown are based on 14,767,432 ordinary shares issued
and outstanding as of December 2, 2002.
(3) Includes 16,666 ordinary shares subject to currently exercisable
options granted under our stock option plan, at exercise prices
between $1.08-$7.75 per share. Such options expire between December
2005 and December 2008.
(4) Based on the Schedule 13D filed by Special Situations Fund III, L.P.,
Special Situations Private Equity Fund, L.P., Special Situations
Technology Fund, L.P. and Special Situations Cayman Fund L.P. with the
Securities and Exchange Commission on November 8, 2001.
(5) Includes 1,557,792 ordinary shares currently issuable upon exercise of
Series A Warrants exercisable at $1.75 per share.
(6) Includes 519,264 ordinary shares currently issuable upon exercise of
Series B Warrants exercisable at $2.25 per share.
(7) Includes 692,250 ordinary shares currently issuable upon exercise of
Series A Warrants exercisable at $1.75 per share.
(8) Includes 230,750 ordinary shares currently issuable upon exercise of
Series B Warrants exercisable at $2.25 per share.
(9) Includes 346,125 ordinary shares currently issuable upon exercise of
Series A Warrants exercisable at $1.75 per share.
(10) Includes 115,375 ordinary shares currently issuable upon exercise of
Series B Warrants exercisable at $2.25 per share.
(11) Includes 288,450 ordinary shares currently issuable upon exercise of
Series A Warrants exercisable at $1.75 per share.
(12) Includes 96,150 ordinary shares currently issuable upon exercise of
Series B Warrants exercisable at $2.25 per share.
(13) Includes 129,499 ordinary shares subject to currently exercisable
options.
Executive Compensation
During the fiscal year ended December 31, 2001, the aggregate remuneration
paid to all our executive officers and directors as a group (7 persons) was
approximately $812,278. We provide automobiles to our executive officers.
Non-employee directors received an annual fee of $9,000 and an attendance fee of
$300 per meeting attended.
Stock Option Plans
Under our 1992, 1994 and 1998 Stock Option Plans, incentive stock options
or ISOs, as defined in Section 422 of the United States Internal Revenue Code of
1986, as amended, may be granted to our officers and employees or to employee of
any of our subsidiaries, and options which do not qualify as ISOs or
non-qualified options, may be granted to our employees, officers and directors
or to employees of any of our subsidiaries. An aggregate of 3,000,000 ordinary
shares are reserved for issuance under the plans. Ordinary shares underlying any
options which are canceled or not exercised become available for future grants.
The plans will end in 2002, 2004 and 2008, unless previously terminated by the
board of directors.
No options were granted under the 1994 Plan in 2001, and 35,434 ordinary
shares remained available for future grant under the 1994 Plan at December 31,
2001.
Options for 1,762,794 ordinary shares having exercise prices ranging from
$0.024 to $3.00 per share were granted under the 1998 Plan in 2001 and at
December 31, 2001 options for 44,159 ordinary shares were available for future
grant under such plan. In 2001, 135,500 new options were granted to our officers
and directors.
Of the total outstanding options, 191,750 options will expire in 2002,
207,602 options will expire in 2003, 55,600 options will expire in 2004 and the
remaining 1,838,022 options will expire thereafter.
A total of 19,850 ordinary shares were issued in 2001 upon exercise of
options previously granted under the Plans, and no options were exercised by our
officers and directors in 2001.
2001 Stock Option Plan
Our 2001 Employee Stock Option Plan, or the 2001 Plan, authorizes the
grant of options to purchase up to 1,000,000 ordinary shares. Employees,
officers, directors and consultants of our company and its subsidiaries are
eligible to participate in the 2001 Plan. Awards under the 2001 Plan may be
granted in the forms of incentive stock options as provided in Section 422 of
the U.S. Internal Revenue Code of 1986, as amended, non-qualified stock options,
options granted pursuant to Section 102 of the Israeli Tax Ordinance and options
granted pursuant to Section 3.9 of the Israeli Tax Ordinance. The 2001 Plan has
a term of ten (10) years and will terminate in 2011. No award of options may be
made after such date.
At December 2, 2002, options for the purchase of 441,000 ordinary shares
having an average exercise price of $1.03 per share had been granted, none of
which is currently exercisable. Options for the purchase of 559,000 ordinary
shares are available for future grant under the 2001 Plan.
Options Held By Management
As of December 2, 2002, options to purchase 440,000 ordinary shares had
been granted to executives and directors under the 2001 Plan, subject to
approval at this Meeting in accordance with Items 5 and 6 below . The exercise
price of 40,000 of the options will be the fair market value of the ordinary
shares on the date of this Meeting and the exercise price of the 400,000
remaining options is US$1 per share.
As of December 2, 2002, our executive officers and directors as a group,
consisting of 5 persons, held options to purchase 186,499 ordinary shares, at an
average exercise price of $3.75 per share (not including options to be approved
in accordance with Items 5 and 6 below).
APPOINTMENT OF AUDITORS
(Item 2 on the Proxy Card)
Our board of directors first appointed Kost, Forer & Gabbay, Certified
Public Accountants (Israel), a member of Ernst & Young International, as our
auditors in 1992 and has reappointed the firm as our auditors since such time.
Kost, Forer & Gabbay has no relationship with us or any of our affiliates except
as auditors. As a result of Kost, Forer & Gabbay's knowledge of our operations
and reputation in the auditing field, the board of directors is convinced that
this firm has the necessary personnel, professional qualifications and
independence to act as our auditors. The board of directors has again selected
Kost, Forer & Gabbay as our auditors for the fiscal year ending December 31,
2002 and recommends that the shareholders ratify and approve the selection. The
remuneration of Kost, Forer & Gabbay shall be fixed by the board of directors
according to the volume and nature of their services.
The following resolution will be offered by the board of directors at the
Meeting:
"RESOLVED, that the appointment of Kost, Forer & Gabbay by our
board of directors to conduct the annual audit of our financial
statements for the year ending December 31, 2002, and to
authorize the board of directors to fix their remuneration is
ratified, confirmed and approved."
The affirmative vote of the holders of a majority of the ordinary shares
represented at the Meeting in person or by proxy and entitled to vote and voting
thereon will be necessary for shareholder approval of the foregoing resolution.
In the event this resolution does not receive the necessary vote for
adoption, or if for any reason Kost, Forer & Gabbay ceases to act as our
auditors, the board of directors will appoint other independent public
accountants as our auditors.
The Board of Directors recommends a vote FOR the foregoing resolution.
RECEIVE AND CONSIDER THE DIRECTORS' REPORT,
AUDITORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
(Item 3 on the Proxy Card)
At the Meeting, our Directors' Report, Auditors' Report and the
Consolidated Financial Statements for the year ended December 31, 2001 will be
presented. The affirmative vote of the holders of a majority of the ordinary
shares represented at the Meeting in person or by proxy and entitled to vote
will be necessary to consider and receive our Directors' Report, Auditors'
Report and the Consolidated Financial Statements for the year ended December 31,
2001.
The Board of Directors recommends a vote FOR the consideration and
receipt of the Directors' Report, Auditors' Report and Consolidated Financial
Statements for the year ended December 31, 2001.
CASH COMPENSATION FOR OUR OUTSIDE DIRECTORS
(Item 4 on the Proxy Card)
Pursuant to the Companies Law, an outside director is entitled to
compensation and to reimbursement of expenses as provided in the Companies
Regulations (Rules Regarding Compensation to an Outside Director), 5760-2000, or
the Companies Regulations, promulgated under the Companies Law. The Companies
Regulations provide that an outside director is entitled to receive from the
company an annual fee and a per meeting attendance fee for his or her
participation at a meeting of the board of directors or any board committee up
to the amounts specified in the Companies Regulations. Nevertheless, a company
may decide that instead of the compensation specified above, an outside director
may receive compensation which shall be determined in proportion to the
compensation of the other directors of the company. In addition to any cash
compensation, a company may also issue to its outside directors securities of
the company that will be awarded in the framework of the company's option plan
for directors and other officers of the company and in proportion to the
securities awarded to the other directors of the company. An outside director is
otherwise prohibited from receiving any other consideration, directly or
indirectly, in connection with his or her service as an outside director. Our
board of directors determined to compensate Mr. Roni Ferber and Ms. Anat Segal,
our outside directors, by paying them an annual fee and a per meeting attendance
fee equal to the compensation received by our other non-employee directors.
The Israeli Companies Law requires that the terms of compensation to
directors be approved by the audit committee, the board of directors, and
thereafter, the General Meeting of Shareholders.
Subject to the approval of our audit committee and board of directors
prior to the approval of this Item 4 at this Meeting, and subject to shareholder
approval, we propose to pay our outside directors annual remuneration of US
$9,000 and a per meeting (including written resolutions and meetings of
committees of the Board of Directors ) attendance fee of US $300.
"RESOLVED, that the decision of the audit committee and board of
directors of the Company to pay our Outside Directors annual
remuneration of US $9,000 and a per meeting (including written
resolutions and meetings of committees of the Board of Directors)
attendance fee of US $300 is hereby approved."
Under the Companies Law the affirmative vote of the holders of a majority
of the ordinary shares represented at the Annual General Meeting in person or by
proxy and entitled to vote and voting thereon will be necessary for shareholder
approval of the foregoing resolution.
APPROVAL OF THE GRANT OF OPTIONS TO CERTAIN OF OUR DIRECTORS
(Item 5 on the Proxy Card)
The Israeli Companies Law requires that the terms of compensation to
directors, including grants of options, be approved by the audit committee, the
board of directors, and thereafter, the General Meeting of Shareholders. Subject
to the approval of our audit committee and board of directors prior to the
approval of this Item 5 at this Meeting, and subject to shareholder approval, we
propose to grant options under our Stock Option Plans to purchase 10,000
ordinary shares to each of Roni Ferber, Dan Falk and Robert J. Majteles, each a
member of our board of directors, for each year for which such director holds
office, beginning with options to purchase 10,000 ordinary shares for the year
ending December 31, 2002. The exercise price of the options shall be the fair
market value of the ordinary shares on the date of this Meeting. The options
will vest in three equal annual installments commencing one year from the date
of grant.
Subject to her election by our shareholders at this Meeting and subject to
the approval of our audit committee and board of directors prior to the approval
of this Item 5 at this Meeting, and subject to shareholder approval, we propose
to grant options to purchase 10,000 ordinary shares to Ms. Anat Segal, nominee
to serve as our second outside director, for each year for which Ms. Segal holds
office, beginning with options to purchase 10,000 ordinary shares for the year
ending December 31, 2002. The exercise price of the options to be granted to Ms.
Segal will be the fair market value of the ordinary shares on the date of this
Meeting. The options will vest in three equal annual installments commencing one
year from the date of grant.
It is therefore proposed that at the Annual General Meeting the
shareholders adopt the following resolution:
"RESOLVED, that the decision of the audit committee and board of
directors of the Company to grant options to purchase 10,000 ordinary
shares to each of Roni Ferber, Dan Falk and Robert J. Majteles, each a
member of our board of directors, and to Ms. Anat Segal, a nominee to
serve as our outside director, be and hereby is approved, for each year
for which such director holds office."
Under the Companies Law the affirmative vote of the holders of a majority
of the ordinary shares represented at the Meeting in person or by proxy and
entitled to vote and voting thereon will be necessary for shareholder approval
of the foregoing resolution.
Approval of agreement with arie gonen
(Item 6 on the Proxy Card)
The Israeli Companies Law requires that the terms of compensation of a
director, including in his capacity as an employee or consultant of a company,
be approved by the audit committee, the board of directors and thereafter the
General Meeting of Shareholders.
Mr. Arie Gonen ("Mr. Gonen") acted as our Chief Executive Officer and
Chairman of the Board from October 31, 1988 until November 22, 2001 and has
served as our active Chairman since November 2000. Since the resignation of our
former CEO on August 22, 2002, Mr. Gonen has served as our Interim CEO, and has
agreed to serve in this capacity until a new CEO is appointed. We intend to
enter into an Employment and Services Agreement (the "Agreement") with Mr.
Gonen, a copy of which is attached hereto as Exhibit A. Mr. Gonen has agreed to
devote his full working time and best efforts to our business and affairs, and
to the performance of his duties under the Agreement as long as he is employed
by us and has agreed to act as a consultant for a period of five (5) years after
termination of his employment . Mr. Gonen will receive a monthly gross salary of
NIS 90,000 ( approximately US $19,150) as long as he is employed by us and he
will receive a monthly consulting fee of US$10,000 during the five-year
consulting period . In addition, Mr. Gonen will be entitled to the use of a
company car, full reimbursement for his home telephone expenses, refund for
all-reasonable entertainment and living expenses both in Israel and abroad,
managers insurance, bonuses and options to purchase 400,000 of our ordinary
shares at a price of US$1 per share. The Agreement, if approved, will be
effective as of September 1, 2002.
It is therefore proposed that, subject to the approval of our audit
committee and Board of Directors prior to the approval of this Item 6 at this
Meeting, to approve the following resolution;
"RESOLVED, that the decision of our audit committee and board of
directors to approve the Employment and Services Agreement with Arie Gonen in
the form attached as Exhibit A to the Proxy statement for the 2002 Annual
General Meeting of Shareholders, be and hereby approved."
Under the Companies Law the affirmative vote of the holders of a
majority of the ordinary shares represented at the Meeting in person or by proxy
and entitled to vote and voting thereon will be necessary for shareholder
approval of the foregoing resolution.
By Order of the Board of Directors,
Shlomo Baumgarten
Corporate Secretary
Dated: December 2, 2002
EXHIBIT A
Employment and Services Agreement
Duly made and executed in Haifa, Israel
as of the 1st day of September, 2002
by and between
Attunity Ltd.
Company no. 520038019
of Einstein Building, Tirat Carmel 39101,
Haifa, Israel
(Hereinafter "ATTUNITY")
OF THE FIRST PART
And
Arie Gonen
I.D. NO. 00168950/4
2 Pinhas Lavon St.
Haifa, Israel
(hereinafter "GONEN")
OF THE SECOND PART
WHEREAS GONEN has acted as CEO and Chairman of the Board of ATTUNITY
from October 31, 1988 until November 22, 2000 and has acted as
Active Chairman since November 22, 2000 until the date hereof;
and
WHEREAS ATTUNITY is searching for a new CEO for the Company and
desires to appoint GONEN as Interim CEO until a CEO is
appointed and GONEN agrees to serve as Interim CEO of ATTUNITY
until a CEO is appointed; and
WHEREAS ATTUNITY desires to continue the services of GONEN as Chairman
of the Board of ATTUNITY, and GONEN desires to serve as
Chairman of the Board of Attunity on the terms and conditions
set forth herein;
NOW, THEREFORE, in condition of the mutual promises and undertaking of the
parties, it is hereby agreed as follows:
1. DUTIES AND RESPONSIBILITIES
1.1. Subject to the terms and conditions of this Agreement (i) GONEN
shall serve as Chairman of the Board of ATTUNITY, and (ii) GONEN
shall also serve as Interim CEO of ATTUNITY until a new CEO is
appointed for ATTUNITY.
1.2. During the terms of GONEN's employment, GONEN shall:
1.2.1. devote his full working time and best efforts to the business
and affairs of ATTUNITY and the performance of his duties
hereunder (this Section 1.2.1 is not applicable to the Services
Period as described in section 7 herein); and
1.2.2. not engage in or be associated with, directly or indirectly,
any competitive business, duties or pursuits; and
1.2.3. not undertake or accept any other paid or unpaid employment or
occupation or engage in or be associated with, directly or
indirectly, any other businesses, duties or pursuits to the
extent such activities will materially interfere with his duties
hereunder (this Section 1.2.1 is not applicable to the Services
Period as described in section 7 herein).
2. TERM AND TERMINATION
2.1. This Agreement shall remain in effect until the end of the term
of the Services Period (as defined in Section 7.2 below), unless
earlier terminated in accordance with the terms and provisions of
this Section 2.
2.2. ATTUNITY shall have the right to terminate this Agreement at any
time for Justifiable Cause (as hereunder defined) as determined
by the board of directors of ATTUNITY, by giving GONEN written
notice of termination for cause. In such event, this Agreement
and the employment relationship shall be deemed effectively
terminated upon the time of delivery of such notice.
The term "Justifiable Cause" shall mean (a) a serious breach of
trust including but not limited to theft, embezzlement, breach of
fiduciary duty, prohibited disclosure to unauthorized person or
entities of confidential or proprietary information of or
relating to ATTUNITY or its subsidiaries and the engaging by
GONEN in any prohibited businesses competitive to the business of
ATTUNITY and its subsidiaries, affiliates or associated
companies, or (b) any willful failure to perform competently any
of GONEN's fundamental functions or duties hereunder or other
cause justifying termination or dismissal under applicable law.
2.3. During the period following the Termination of Employment Date
(as defined in Section 7.2 below), GONEN shall cooperate with
ATTUNITY and use his best effort to assist the integration into
ATTUNITY's organization of the person or persons who will assume
GONEN's responsibilities.
3. COMPENSATION
3.1. From the commencement of this Agreement and until the Termination
of Employment Date (as defined in Section 7 below), ATTUNITY
shall pay GONEN as compensation a monthly gross salary of Ninety
Thousand (90,000) New Israel Shekels ("NIS") payable until the
9th of the following month (the "Gross Salary"). The Gross Salary
payable each month shall be linked to the Israeli Consumer Price
Index published by the Israeli Central Statistic Bureau. The base
index will be the index of September 2002. Such compensation
shall be comprehensive and all-inclusive in that it shall be
deemed to include all overtime payments according to the terms of
the Working Hours and Rest Law 5711 - 1951 or any other similar
law or provision which may apply.
3.2. GONEN shall be entitled to the use of an automobile owned by
ATTUNITY (the "Company Car"), the price of which will not exceed
Seventy Five Thousand US Dollars ($75,000). ATTUNITY shall
reimburse GONEN for all expenses relating to the use and upkeep
of the Company Car. ATTUNITY will replace such Company Car at
least every Forty Eight (48) months. Upon termination of this
Agreement for any reason, GONEN will have the option to purchase
the Company Car at its book value at the time of such
termination. GONEN will keep the Company Car for Six (6) months
commencing from the Termination of Employment Date as set for in
Section 7 herein.
3.3. GONEN shall be entitled to full reimbursement for his home
telephone expenses, including calls made abroad.
3.4. GONEN shall be entitled to a refund for all-reasonable
entertainment and living expenses both in Israel and abroad, upon
the furnishing of receipts, relating to his employment with
ATTUNITY.
3.5. ATTUNITY and GONEN shall obtain and maintain Managers Insurance
(Bituach Menahalim) in the customary form for the exclusive
benefit of GONEN. ATTUNITY shall pay an amount equal to 13.33% of
each monthly Gross Salary payment towards the premiums payable in
respect of such insurance. GONEN shall pay, by deduction from
salary, 5% of each monthly Gross Salary and ATTUNITY shall pay an
additional amount equal to 2.5% of each monthly Gross Salary for
insurance against disability. It is hereby agreed that GONEN's
benefits under the foregoing insurance shall come in lieu of, and
as full and final substitution for severance pay to which GONEN
may otherwise be entitled under applicable law.
When GONEN's employment is terminated for whatsoever reason
(except for Justifiable Cause) GONEN will be entitled to a
severance payment that is calculated at two times his last Gross
Salary (in accordance with Section 3.1) multiplied by the number
of years since October 1, 1987 that he was employed by ATTUNITY,
less the amount accumulated in the severance component of the
Manager Insurance specified above and GONEN's Managers Insurance
will be transferred to GONEN.
3.6. GONEN shall be entitled to "Keren Hishtalmut" as customary for
all ATTUNITY employees.
3.7. GONEN shall be entitled to paid annual vacation of Twenty Five
(25) working days, based on a working week of Five (5) days, with
respect to and during each Twelve (12) month period of his
employment hereunder. Such vacation, in respect to any year, may
be carried forward. GONEN will be entitled to be paid for
unutilized accrued vacation on a yearly basis.
3.8. In the event that GONEN shall be required by ATTUNITY to spend
time outside Israel, he shall be entitled to a special grant
equal to the amount of days he has spent outside Israel
multiplied by a daily rate of One Hundred and Thirty Four US
Dollars ($134), in addition to the reimbursement of his expenses
as specified in Section 3.4 above.
3.9. GONEN shall be entitled to a bonus according to the Bonus Plan
attached hereto. In addition, commencing 2002, the Board of
Directors will be entitled to award GONEN with additional
bonuses, which shall not exceed One Hundred Thousand US Dollars
($100,000) per calendar year.
3.10.Upon approval of this Agreement by the general meeting of
shareholders of ATTUNITY, GONEN will be granted Four Hundred
Thousand (400,000) options at a share price of $1 to be vested
over three equal annual installments starting September 1, 2002.
In the event that GONEN'S employment is terminated (except for
Justifiable Cause) all options shall vest upon the Termination
Date. GONEN will be entitled to exercise these options until
August 31, 2009.
3.11.GONEN agrees and accepts that in September 2001 the Company
implemented a Twenty percent (20%) temporary salary reduction
plan for all its employees and as long as this reduction plan for
all employees is not changed GONEN's Gross Salary will be reduced
by Twenty percent (20%). This reduction will not apply to Section
3.5 regarding which the Gross Salary according to Section 3.1.1
shall prevail.
4. PROPRIETARY INFORMATION
4.1. GONEN acknowledges and agrees that ATTUNITY possesses and will
continue to possess and acquire information, trade secrets and
technology that has been created, discovered or developed, or has
otherwise become known to ATTUNITY or any of its subsidiaries in
the field of computer software and services, including without
limitation, information and technology that has been assigned or
otherwise conveyed to ATTUNITY or any of its subsidiaries, which
information has commercial value in the business in which
ATTUNITY or any of its subsidiaries is engaged. Such information,
whether documentary, written oral or computer generated, shall be
deemed to be and referred to as "Proprietary Information", which
includes but is not limited to trade marks, trade secrets,
copyrights, processes, formulas, data and know-how, improvements,
inventions, techniques, products, forecasts, third party products
and know-how and customer lists.
4.2. Proprietary Information shall be deemed to include any and all
proprietary information disclosed by or on behalf of ATTUNITY and
irrespective of form but excluding information that (a) was known
to GONEN prior to his employment by ATTUNITY and can be so proven
by GONEN; (b) shall have become a part of the public knowledge
except as a result of breach of this Agreement by GONEN; (c)
shall have been received by GONEN from a third party having no
obligation towards ATTUNITY; (d) reflects general skills and
experience gained during GONEN's employment by ATTUNITY; or (e)
reflects information and data generally known within the
industries or trades in which ATTUNITY competes.
4.3. GONEN agrees and declares that all Proprietary Information,
patents and other rights in connection therewith shall be the
sole property of ATTUNITY and it's assigns. GONEN will not use or
disclose any Proprietary Information or anything relating thereto
without the written consent of ATTUNITY except as may be
necessary in the ordinary course of performing his duties
hereunder.
4.4. Should, for any reason, any one or more of the terms contained in
this Section 4 be held to be excessively broad with regard to
time, geographic scope or activity, that term shall be construed
in a manner to enable it to be enforced to the maximum extent
compatible with applicable law.
4.5. GONEN's undertakings in this Section 4 shall remain in full force
and effect for two (2) years after termination of this Agreement.
Thereafter, GONEN's obligations hereunder shall survive and
continue in effect with respect to any Proprietary Information
which is a trade secret under applicable law.
5. NON-COMPETITION
GONEN agrees and undertakes that he will not, during the term of this
Agreement (including the Service Period) and for a period of one year
thereafter:
5.1. Directly or indirectly, as owner, partner, joint venturer, stock
holder, employee, broker, agent, principal, trustee, corporate
officer, director, licensor, licensee or any capacity whatsoever
engage in, become financially interested in, be employed by, or
have any connection with in Israel or any other country any
business or venture worldwide that is engaged in any activities
involving either (a) products or services similar to the actual
products then produced by ATTUNITY or its subsidiaries or
affiliates, or (b) information processes, technology or equipment
in which ATTUNITY or its subsidiaries or affiliates then has a
proprietary interest; provided, however that GONEN may own any
securities of any corporation which is engaged in such business
and is and is publicly-owned and trade but in any amount not to
exceed at any one time ten percent (10%) of any class of stock or
securities of such company, so long as he has no active role in
the publicly-owned and traded company as traded company as
director, employee, consultant or otherwise.
5.2. Employ (other that through ATTUNITY or its subsidiaries) any
person employed by ATTUNITY during the previous twelve (12)
months for any purpose or in any place in any business in which
he is deemed to be a control person as defined under any Israeli
or U.S. securities or banking laws or regulations.
5.3. Should, for any reason, any one or more of the terms contained in
this Section 5 be held to be excessively broad regard to time,
geographic scope or activity, that term shall be construed in a
manner to enable it to be enforced to the extent compatible with
applicable law.
6. NO RESTRICTION ON EMPLOYMENT
GONENrepresents and warrants that on the date hereof he is free
to be employed by ATTUNITY upon the terms contained in this
Agreement and that there are no employment contracts, consulting
contracts or restrictive covenants preventing full performance of
his duties hereunder.
7. TERMINATION OF GONEN's EMPLOYMENT AND THE SERVICES PERIOD
7.1. When a new CEO is appointed GONEN will stop serving as
Interim CEO of ATTUNITY.
7.1.1.After a new CEO is appointed, ATTUNITY shall have the
option to continue GONEN's employment up to Twelve (12)
months after such appointment and GONEN will have such
title, authority and duties as determined by the Board.
ATTUNITY shall give GONEN Thirty (30) days notice of the
termination of his employment with ATTUNITY (the
"Termination of Employment Date"). After the Termination of
Employment Date, GONEN shall not be entitled to the Gross
Salary and the other benefits specified in Section 3 above
(except as expressly specified in Section 3.2 and according
to Sections 3.9 and 3.10) and the following provisions will
instead apply:
7.2.1.For a period of Thirty Six months (36) months commencing
on the Termination of Employment Date (the "Services
Period"), GONEN undertakes to provide up to Fifty Four (54)
hours of consulting services per month to ATTUNITY and not
more than One Thousand Eight Hundred (1800) hours on an
accumulative basis. The Board of ATTUNITY will exclusively
determine GONEN's duties and title during the Services
Period. GONEN will be entitled to all the payments under
this Section 7.2 regardless of whether ATTUNITY utilizes
GONEN's services.
GONEN recognizes that from time to time the Board of
Directors may require GONEN to provide more than Fifty Four
(54) per month. In such event, GONEN will make his best
effort to comply with such request, however, GONEN's
accumulative commitment will not exceed One Thousand Eight
Hundred (1800) hours for the Services Period.
7.2.2.In the event that GONEN will be required by ATTUNITY
to travel outside Israel, a full day will be calculated at
Eight (8) hours and will include GONEN's flying time. In
such an event, GONEN shall be entitled to a payment that is
equal to the amount of days he has spent outside Israel
multiplied by a daily rate of One Hundred Thirty Four US
Dollars ($134), in addition to the reimbursement of his
reasonable expenses, in accordance with ATTUNITY'S expense
reimbursement policy.
7.2.3.In consideration for GONEN's availability to provide the
Consulting Services during the Services Period, ATTUNITY
shall pay GONEN Thirty Six (36) monthly payments of Thirteen
Thousand Five Hundred US Dollars ($13,500) plus VAT (the
"Payments"), to be paid by the 25th of each month. GONEN
will furnish ATTUNITY with an invoice for each month by the
30th of the month. Payments will be made in NIS in
accordance with a last known representative exchange rate
published by the Bank of Israel.
The Payments will not be changed as long as the accumulative
commitment specified in section 7.2.1 will not exceed One
Thousand Eight Hundred (1800) hours for the Services Period.
7.3 The parties acknowledge that during the Services Period,
there will not be any employer - employee relationship
between ATTUNITY and GONEN and GONEN will be acting as an
independent contractor.
8. GENERAL PROVISIONS
8.1. This Agreement shall not be amended, modified or varied by
any oral agreement or representation or otherwise than by a
written instrument executed by both parties or by their duly
authorized representative.
8.2. No failure, delay or forbearance of either party in
exercising any power or right hereunder shall in any way
restrict or diminish such party's rights and powers under
this Agreement, or operate as a waiver of any of the terms
or conditions hereof.
8.3. If any term or provision of this Agreement shall be declared
invalid, illegal, or unenforceable, to the extent that a
court shall deem it reasonable to enforce such term or
provision and if such term or provision shall be
unreasonable to enforce to any extent, such term or
provision shall be severed and all remaining terms and
provisions shall be unaffected and shall continue in full
force and effect.
8.4. The terms and conditions of this Agreement supersede those
of all previous agreements and arrangements, either written
or oral, relating to the subject hereof, including the
Employment Agreement between ATTUNITY and GONEN dated
January 1, 1996.
8.5. This Agreement is personal to GONEN and GONEN shall not
assign or delegate his rights or duties to a third party,
whether by contract, will or operation of law, without
ATTUNITY's prior written consent, except moneys and
compensation rights that may be passed to his heirs.
8.6. This Agreement shall inure to the benefit of ATTUNITY's
successors and assigns.
8.7. Each notice and/or demand given by one party pursuant to
this Agreement shall be given in writing and shall be sent
by registered mail to the other party at the address
appearing in the caption of this Agreement or by facsimile
and such notice and/or demand shall be deemed given at the
expiration of twelve (12) hours after dispatch by facsimile,
three (3) days from the date of mailing by registered mail
or immediately if delivered by hand. Such address shall be
effective unless notice of change in address is provided by
registered mail to the other party.
8.8. Any dispute arising out of or in connection with this
Agreement will, in the failure of the parties to reach an
amicable agreement, be finally settled by a single
arbitrator appointed in accordance with the agreement of the
parties. In the absence of agreement within twenty-one (21)
days from the written request of one party for the
appointment of an arbitrator, the chairman of the Israeli
Bar Association shall appoint an arbitrator.
The arbitrator shall be a lawyer knowledgeable in the laws
appertaining to computers and software. The arbitrator shall
be bound in his deliberations by the substantive laws of the
State of Israel and shall provide the parties with written
reasons for his decision.
8.9 This Agreement is subject to the required corporate
approvals of Attunity.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
ATTUNITY LTD
By:
-------------------------------------
Title:
-------------------------------------
Arie Gonen
-----------------------------------
SCHEDULE TO EMPLOYMENT AND SERVICES AGREEMENT
BONUS PLAN
During the term of the Agreement GONEN will receive a bonus according
to the following:
1. Commencing January 1, 2003, ATTUNITY will pay GONEN nine percent
(9%) of all licenses and maintenance income received by ATTUNITY
from International Distributors, responsibility for which the
Board assigns GONEN. This bonus will be paid until the termination
of the Services Period.
2. GONEN will receive for agreements that were signed by ATTUNITY
with International Distributors during 2002 fifteen percent (15%)
of the license and maintenance income actually received from such
International Distributors in year 2002 and for the calendar years
2003 until 2007 (including), nine percent (9%) of all license and
maintenance income that will be actually received. Such payments
will be made within thirty (30) days of the receipt of income from
such International Distributors by ATTUNITY.
3. In the event that GONEN will be assigned by the Board to raise
funds for ATTUNITY, GONEN will be entitled to three-year warrants
at the closing price of the fund raising deal for up to seven
percent (7%) of the amount of shares that were issued in the fund
raising deal, the exact percentage to be determined by the Board
of ATTUNITY. To remove doubt, this provision will only apply to
investors introduced to ATTUNITY by GONEN.
4. In the event that GONEN will be assigned by the Board to manage an
acquisition transaction of ATTUNITY, GONEN will be entitled to a
fee that is of up to seven percent (7%) of the proceeds of such
transaction, the exact percentage to be determined by the Board of
ATTUNITY.
ITEM 2
ATTUNITY LTD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Arie Gonen and Shlomo Baumgarten, or
either of them, attorneys or attorney of the undersigned, for and in the
names(s) of the undersigned, with power of substitution and revocation in each
to vote any and all ordinary shares, par value NIS 0.1 per share, of Attunity
Ltd (the "Company"), which the undersigned would be entitled to vote as fully as
the undersigned could if personally present at the Annual General Meeting of
Shareholders of the Company to be held on December 31, 2002 at 10:00 a.m. at the
offices of the Company, Einstein Building, Tirat Carmel, Haifa 39101, Israel,
and at any adjournment or adjournments thereof, hereby revoking any prior
proxies to vote said shares, upon the following items of business more fully
described in the notice of and proxy statement for such Annual General Meeting
(receipt of which is hereby acknowledged):
------------------------------------------------------------------------------
Pursuant to Israeli law, in order to ensure specific majority requirements we
are required to inquire of you as to whether you have a controlling interest in
the Company (as described in the proxy statement) with respect to the election
of the nominee for outside director. If you do not mark "Yes" below, it will be
assumed you have no controlling interest.
Do you have a controlling interest with respect to the election of Ms. Anat
Segal as an outside director? YES ____
(Continued, and to be signed and dated on the reverse side)
(1) The election of three directors for terms expiring at the 2003 Annual
General Meeting and one outside director for a term expiring in 2005.
[ ] FOR all nominees listed at right (except as marked to contrary
at right)
[ ] WITHHOLD AUTHORITY to vote for all nominees at right
Directors:
Arie Gonen
Dan Falk
Robert J. Majteles
Outside Director:
Anat Segal
(2) Ratification of the appointment of Kost, Forer & Gabbay as the
Company's independent auditors for the year ending December
31, 2002 and authorization for the Board of Directors to fix
their remuneration.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) Receipt and consideration of the Company's Directors' Report,
Auditor's Report and Consolidated Financial Statements for the
year ended December 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) Approval of the terms of cash compensation for the Company's outside
directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(5) Approval of the grant of options to certain of the Company's
directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(6) Approval of an agreement with our Chairman of the Board and Interim
Chief Executive Officer
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. UNLESS OTHERWISE
INDICATED, THIS PROXY WILL BE VOTED FOR (i) the ELECTION OF THE Three NOMINEES
FOR DIRECTOR aND THE ONE NOMINEE FOR OUTSIDE DIRECTOR, AND (ii) APPROVAL OF
PROPOSALS 2 THROUGH 6 SET FORTH ABOVE.
Dated_______________________________2002
-----------------------------------
Signature(s)
-----------------------------------
Signatures, if held jointly
(Please sign exactly as name(s) appear(s)
hereon. When signing as attorney, executor,
administrator, trustee, guardian, or as an
officer signing for a corporation, please
give full title under signature.)
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.
ATTUNITY LTD
------------
(Registrant)
By: /s/Arie Gonen
-----------------------
Chairman
Date: December 3 , 2002