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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 2003
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.
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ATTUNITY LTD
6-K Items
1. Attunity Ltd Proxy Statement for Annual General Meeting of Shareholders to
be held December 30, 2003.
2. Attunity Ltd Form of Proxy Card.
Item 1
ATTUNITY LTD
November 20, 2003
NOTICE OF 2003 ANNUAL MEETING OF SHAREHOLDERS
Attunity Ltd. Shareholders:
We cordially invite you to our 2003 Annual General Meeting of Shareholders.
It will be held at 10:00 a.m. on Tuesday, December 30, 2003 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 2004 Annual
General Meeting;
(2) Approval of the grant of options to certain of our directors;
(3) Ratification of an amendment to our 2001 Employee Stock Option Plan
increasing the number of our ordinary shares reserved for issuance
thereunder by 1,000,000 ordinary shares;
(4) Approval of the adoption of our 2003 Israeli Stock Option Plan;
(5) Authorization for the Board of Directors to appoint a Chairman for the
Board of Directors who will serve concurrently as our Chief Executive
Officer and approval of the grant of certain options to him;
(6) Ratification of the appointment of Kost Forer & Gabbay, a member of
Ernst & Young Global, as our independent auditors for the year ending
December 31, 2003 and authorization for the Board of Directors to fix
their remuneration; and
(7) Receipt and consideration of our Directors' Report, Auditor's Report
and Consolidated Financial Statements for the year ended December 31,
2002.
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 this Proxy Statement and on the enclosed proxy
card. Sincerely,
/s/ Arie Gonen
Arie Gonen, Chairman and CEO
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 30, 2003 and any adjournment thereof. Shareholders will be asked to
vote upon: (i) the election of three directors; (ii) approval of the grant of
options to certain of our directors; (iii) ratification of an amendment to our
2001 Employee Stock Option Plan increasing the number of ordinary shares of the
Company reserved for issuance thereunder by 1,000,000 ordinary shares; (iv)
approval of the adoption of our 2003 Israeli Stock Option Plan, which complies
with new Israeli Tax regulations; (v) authorization for the Board of Directors
to appoint a Chairman for the Board of Directors who will serve concurrently as
our Chief Executive Officer and approval of the grant of certain options to him;
(vi) the appointment of Kost Forer & Gabbay, a member of Ernst & Young Global,
as our independent auditors for the year ending December 31, 2003 and
authorization for the Board of Directors to fix their compensation; and (vii)
consideration and receipt of our Auditor's Report, Directors' Report and
Consolidated Financial Statements for the year ended December 31, 2002. Our 2002
Annual Report on Form 20-F, which includes our audited financial statements for
the fiscal year ended December 31, 2002 is enclosed with this Proxy Statement,
which is being mailed to shareholders on or about November 20, 2003.
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 proposal 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 November 20, 2003, 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. Except with respect to Proposal 5, an
affirmative majority of the votes cast is required to approve each of the
proposals to be presented at the Meeting. Proposal 5 requires the affirmative
vote of the holders of a majority of the ordinary shares represented at the
Meeting, provided that such majority vote includes at least two-thirds of the
ordinary shares represented at the Meeting in person or by proxy that are held
by non-controlling shareholders. 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 the
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 three directors: Arie
Gonen, Dan Falk and Dov Biran as directors to hold office until our 2004 Annual
General Meeting and until their successors are elected and qualified. Both Arie
Gonen and Dan Falk are currently serving as members of our Board of Directors.
If elected, Mr. Falk will also serve as our Audit Committee Financial Expert
pursuant to applicable rules. Mr. Falk has served as Chief Financial Officer of
a public company and has a sound understanding of GAAP accounting and audit
committee procedures.
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.
The Israeli Companies Law provides that 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 is necessary for
shareholder approval of the election as directors of Messrs. Gonen, Falk and
Biran.
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............ 57 Chairman of the Board and Chief Executive Officer
Dan Falk ............. 58 Director
Dov Biran............. 51 Nominee for Director
Nominees For Election as Director for Terms Expiring in 2004
Arie Gonen has served as our Chairman and a director since December 1988.
Mr. Gonen served as our CEO from October 31, 1988 until November 22, 2000 and as
our acting Chairman of the Board since November 22, 2000. From September 1, 2002
through October 28, 2003, Mr. Gonen served as Interim CEO. On October 28, 2003,
the Board of Directors appointed Mr. Gonen as our Chief Executive Officer,
subject to shareholder approval. 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. From 1992 to 1995, Mr. Falk
was Chief Financial Officer of Orbotech. From 2000 until 2003, Mr. Falk served
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., Advanced
Vision Technology Ltd, Dor Chemicals Ltd, Poalim Ventures Ltd, Clicksoftware Ltd
and Rontech Ltd. He has a B.A. degree in economics and political science from
the Hebrew University and an M.B.A. degree from the Hebrew University School of
Business.
Dr. Dov Biran has been a professor of computers and information systems at
Northeastern University in Boston since September 2001. Prior thereto, Dr. Biran
served as acting CEO, CTO and a director of our company from March 2000 through
October 2001. Dr. Biran was the founder and president of Bridges for Islands,
which was acquired by us in February 2000. For over thirty years he has held
various positions in the Information Technology area, including founder and CEO
of Optimal Technologies, a consulting IT firm, CIO of Dubek Ltd., officer in the
computer unit of the IDF and as adjunct professor at Tel Aviv
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University. His areas of expertise include integration and Web technologies. Dr.
Biran holds a B.Sc. degree in operations research and an MBA and a Ph.D. in
computers and information systems from Tel Aviv University.
The Board of Directors recommends a vote FOR the election of each nominee
for director named above.
Outside Directors 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 Hebrew University in Jerusalem and an M.A. degree in Semitic Languages from
Tel Aviv University. His term as outside director will expire in 2004.
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. Her term will expire in 2005.
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 Stock 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. Ms. Anat Segal and Messrs. Ferber
and Falk are on our audit committee and qualify as independent directors under
the Nasdaq National Market requirements. In addition, Mr. Falk satisfies the
requirements of the Audit Committee Financial Expert pursuant to applicable
rules. Mr. Falk has served as chief financial officer of a public company and
has a sound understanding of GAAP accounting and audit committee procedures. Ms.
Anat Segal and Mr. Ferber qualify as outside directors under the Israeli
Companies Law requirements.
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.
3
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of November 20, 2003,
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 Outstanding
Owned (1) Ordinary Shares (2)
--------- -------------------
Arie Gonen........................................ 1,383,333(3) 9.3%
Dan Falk.......................................... 3,333(4) *
Roni Ferber....................................... 30,000(5) *
Anat Segal........................................ 3,333(4) *
Dov Biran......................................... 893,720 6.1%
Special Situations Fund III, L.P. ................ 3,392,152(6,7,8) 20.1%
Special Situations Private Equity Fund, L.P....... 1,603,550(6,9,10) 10.2%
Special Situations Technology Fund, L.P. ......... 137,300(6,11,12) 0.9%
Special Situations Technology Fund II, L.P. ...... 701,400(6,13,14) 4.6%
Special Situations Cayman Fund L.P................ 621,300(6,15,16) 4.1%
All directors and executive officers as
a group (6 persons)............................. 1,569,666(17) 10.4%
-----------------
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange 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
November 20, 2003 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 November 20, 2003.
(3) Includes 133,333 ordinary shares subject to currently exercisable
options granted under our stock option plan, at $1.75 per share. Such
options will expire on September 30, 2009.
(4) Includes ordinary shares subject to currently exercisable options
granted under our stock option plan, at $0.82 per share. Such options
will expire on December 31, 2008.
(5) Includes 26,666 ordinary shares subject to currently exercisable
options granted under our stock option plan, at exercise prices
between $0.82-$7.875 per share. Such options will expire between
December 2005 and December 2008.
(6) Based on information provided by the beneficial owner as of November
10, 2003.
(7) Includes 1,557,792 ordinary shares currently issuable upon exercise of
Series A Warrants exercisable at $1.75 per share.
(8) Includes 519,264 ordinary shares currently issuable upon exercise of
Series B Warrants exercisable at $2.25 per share.
(9) Includes 692,250 ordinary shares currently issuable upon exercise of
Series A Warrants exercisable at $1.75 per share.
(10) Includes 230,750 ordinary shares currently issuable upon exercise of
Series B Warrants exercisable at $2.25 per share.
(11) Includes 56,643 ordinary shares currently issuable upon exercise of
Series A Warrants exercisable at $1.75 per share.
(12) Includes 18,881 ordinary shares currently issuable upon exercise of
Series B Warrants exercisable at $2.25 per share.
(13) Includes 289,482 ordinary shares currently issuable upon exercise of
Series A Warrants exercisable at $1.75 per share.
(14) Includes 96,494 ordinary shares currently issuable upon exercise of
Series B Warrants exercisable at $2.25 per share.
(15) Includes 288,450 ordinary shares currently issuable upon exercise of
Series A Warrants exercisable at $1.75 per share.
(16) Includes 96,150 ordinary shares currently issuable upon exercise of
Series B Warrants exercisable at $2.25 per share.
(17) Includes 293,000 ordinary shares subject to currently exercisable
options.
Executive Compensation
During the fiscal year ended December 31, 2002, the aggregate remuneration
paid to all our executive officers and directors as a group (8 persons) was
approximately $501,303, including pension and similar benefits. We provide
automobiles to our executive officers in Israel pursuant to standard policies
and procedures. Non-employee directors received an annual fee of $9,000 and an
attendance fee of $300 per meeting attended.
4
Stock Option Plans
Under our 1994, 1998 and 2001 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 employees
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 3,500,000 ordinary
shares are reserved for issuance under the plans. Ordinary shares underlying any
options that are canceled or not exercised become available for future grants.
The plans will terminate in 2004, 2008 and 2011, unless previously terminated by
the Board of Directors.
The plans are currently administered by our Board of Directors, which in
the future may delegate such administration to a committee of directors. The
Board or such committee has the authority to determine the persons to whom
options will be granted, the number of ordinary shares to be covered by each
option, the time or times at which options will be granted or exercised, and the
other terms and provisions of the options. The exercise price of an ISO granted
under the plans may not be less than 100% (110% in the case of a 10%
shareholder) and the exercise price of a non-qualified option may not be less
than 75% of the fair market value (as defined in the plan) of our ordinary
shares on the date of the grant.
It is intended that each option granted under the plans will be exercisable
in installments during the option term and shall not be transferable by the
optionee other than by will or by the laws of descent and distribution. Options
granted under the plans will terminate at such time (not to exceed ten years
from the date of grant) and under such circumstances as the Board or Option
Committee determines, generally not later than three months after a termination
of employment, or one year in the event of termination by reason of the
optionee's death or disability.
No options were granted under the 1994 Plan in 2003, and 228,000 ordinary
shares remained available for future grant under the 1994 Plan at November 20,
2003.
Options for 55,000 ordinary shares having exercise prices ranging from
$2.25 to $7.75 per share were granted under the 1998 Plan in 2003 and at
November 20, 2003 options for 374,980 ordinary shares were available for future
grant under such plan.
Of the total 1,578,663 outstanding options under the 1994 and 1998 Plans,
168,850 options will expire in December 2003, 54,800 options will expire in
2004, 240,096 options will expire in 2005, 836,849 options will expire in 2006
and the remaining 278,068 options will expire thereafter.
No ordinary shares were issued in 2003 upon exercise of options previously
granted under the Plans, and no options were exercised by our officers and
directors in 2003.
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.
The plan is currently administered by our Board of Directors, which in the
future may delegate such administration to a committee of directors. Subject to
the provisions of the 2001 Plan and applicable law, the Board or the Committee
has the authority to determine, among other things, to whom options may be
granted, the number of ordinary shares to which an option may relate, the
exercise price for each share, the vesting period of the option, and the terms,
conditions and restrictions thereof; to construe and interpret the Plans, to
prescribe, amend and rescind rules and regulations relating to such Plans; and
to make all other determinations deemed necessary or advisable for the
administration of the Plans.
The Board or such committee has the authority to determine the persons to
whom options will be granted, the number of ordinary shares to be covered by
each option, the time or times at which options
5
will be granted or exercised, and the other terms and provisions of the options.
The exercise price of an ISO granted under the plans may not be less than 100%
(110% in the case of a 10% shareholder) and the exercise price of a
non-qualified option may not be less than 100% of the fair market value (as
defined in the plan) of our ordinary shares on the date of the grant.
As of November 20, 2003, options to purchase 671,000 ordinary shares had
been granted under the 2001 Plan, at exercise prices of $0.82 - $1.75 per share.
The 671,000 outstanding options under the 2001 Plan will expire after 2005.
As of November 20, 2003, our executive officers and directors as a group,
consisting of six persons, held options to purchase 846,499 ordinary shares, at
an average exercise price of $1.82 per share.
Options Held By Management
As of November 20, 2003, our directors and executive officers as a group,
consisting of 6 persons, held options to purchase an aggregate of 846,499
ordinary shares, at an exercise price of $0.82-$10.125 per share, with vesting
over three-year terms. Of such options, 5,000 options expire in December 2003
and the rest expire between 2005 and 2008. All options were issued under our
1994, 1998 and 2001 Employee Stock Option Plans.
APPROVAL OF THE GRANT OF OPTIONS TO CERTAIN OF OUR DIRECTORS
(Item 2 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 shareholder approval, our audit committee and Board of Directors approved the
grant of options under our Stock Option Plans to purchase 10,000 ordinary shares
to each of Anat Segal, Roni Ferber, Dan Falk and Dov Biran, each an independent
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, 2003. The exercise price of the options shall be the fair
market value of the ordinary shares on the date of approval of the grant by our
shareholders. 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 Anat Segal, Roni Ferber, Dan Falk and Dov Biran,
each an independent member of our Board of Directors is 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.
The Board of Directors recommends a vote FOR the foregoing resolution.
RATIFICATION OF AN AMENDMENT TO OUR 2001 EMPLOYEE STOCK OPTION PLAN
(Item 3 on the Proxy Card)
Our Board of Directors has unanimously adopted, subject to shareholder
approval, an amendment to our 2001 Stock Option Plan, pursuant to which the
number of ordinary shares available for grant of options under the 2001 Plan
will be increased by 1,000,000. The 2001 plan currently authorizes the grant of
options to purchase up to 1,000,000 ordinary shares, subject to certain
adjustments upon changes in capitalization as detailed in the 2001 Plan. The
Board has found the grant of options under our Stock Option Plans to be a
valuable tool in attracting and retaining employees, directors, consultants and
advisors. The 2001 Plan is intended to induce employees and directors of, and
consultants and advisors to, our company and its subsidiaries, of outstanding
ability and potential to join and remain with, or provide consulting or advisory
services to, us, by encouraging and enabling such individuals to acquire
6
proprietary interests us and by providing them an additional incentive to
promote our success. We have increased the number of potential optionees among
the employees of our subsidiaries and we believe that increasing the number of
ordinary shares eligible for grant as options will allow us increased
flexibility in recruiting, retaining and rewarding our key employees. It is our
intention to expand, in part, by purchasing existing entities. Maintaining key
employees at these entities will increase the need for ordinary shares available
for grant under the 2001 Plan.
As of November 20, 2003, there were 329,000 options available for future
grant under the 2001 Plan. There are also 602,980 shares available for grant
under our 1994 and 1998 Stock Option Plans. The Board of Directors believes that
authorization of additional shares for grants under the 2001 Plan (i) will
provide us with significant means to attract and retain talented personnel, (ii)
will result in saving cash, which would otherwise be required to maintain the
current employees, directors, consultants and advisors and attract and
adequately reward additional employees, directors, consultants and advisors, and
(iii) consequently will prove beneficial to our ability to remain competitive
within our industry.
It is therefore proposed that at the Annual General Meeting the
shareholders adopt the following resolution:
"RESOLVED, that the Company's 2001 Employee Stock Option Plan be
amended to increase the number of ordinary shares available for the
grant of options by 1,000,000 ordinary shares, so that subsequent to
such increase the 2001 Employee Stock Option Plan will provide for the
grant of options to purchase up to 2,000,000 ordinary shares."
The affirmative vote of the holders of a majority of the ordinary shares
represented at the Annual Meeting in person or by proxy and voting thereon will
be necessary for shareholder approval of the foregoing resolution.
The Board recommends that the shareholders vote FOR approval of the
aforementioned resolution.
Approval of the ADOPTION of the 2003 ISRAELI Stock Option Plan
(Item 4 on the Proxy Card)
In 2002, Section 102 of the Israeli Income Tax Ordinance, which applies to
stock option plans was amended effective as of January 1, 2003. Our existing
stock option plans do not comply with the newly amended provisions of Section
102. The Israeli Tax Law also requires that the terms of a stock option plan,
subject to Section 102 be approved by the Board of Directors and thereafter a
General Meeting of Shareholders.
Our Audit Committee and Board of Directors have uninamously adopted,
subject to shareholder ratification, a new plan, the 2003 Israeli Stock Option
Plan (the "ISOP"), which complies with the amended Section 102 and authorizes
the grant of options to purchase up to 1,500,000 ordinary shares. Employees
employed by us or by our affiliates are eligible to participate in the ISOP.
Under the amended Section 102, we may designate Options granted to
Employees pursuant to Section 102 as "Approved 102 Options "or "Unapproved 102
Options." An Approved 102 Option may either be classified as a capital gain
option or an ordinary income option. Our election of the type of Approved 102
Options to be granted under the ISOP has to be filed with the Israeli Tax
Authorities at least 30 days before the first date of grant of Approved 102
Options. We have elected to initially grant Approved 102 Options. Such election
will become effective as of the first date of grant of such capital gain options
under this ISOP and shall remain in effect at least until the end of the year
following the year during which we first granted capital gain options. All
Approved 102 Options must be held in trust by a trustee for the requisite
holding period under the amended Section 102. We may also grant Unapproved 102
Options which do not have any tax benefit and are not held by a trustee.
The Board of Directors or a committee of the Board of Directors (the
"Committee"), if appointed, will administer the ISOP. The Board of Directors or
the Committee will have the full power to and authority to, subject to
limitation under the terms and provisions of any applicable law and subject to
changes according to the Board's decisions:
7
o designate participants;
o grant options;
o determine the terms and provisions of the respective option agreements
(which need not be identical), including, but not limited to, provisions
concerning the time and the extent to which the options may be exercised
and the nature and duration of restrictions as to the transferability or
restrictions constituting substantial risk of forfeiture and to cancel or
suspend awards, as necessary;
o determine the Fair Market Value of the shares covered by each option;
o designate the type of options;
o make an election as to the type of Approved 102 option;
o alter any restrictions and conditions of any options or shares subject to
any options;
o interpret the provisions and supervise the administration of the ISOP;
o accelerate the right of an optionee to exercise in whole or in part, any
previously granted option;
o determine the Purchase Price of the option;
o prescribe, amend and rescind rules and regulations relating to the ISOP;
and
o make all other determinations deemed necessary or advisable for the
administration of the ISOP.
The Board of Directors may not, without the consent of the optionee, alter
or in any way impair the rights of such optionee under any award previously
granted.
The Purchase Price of each share subject to an option will be based on
"fair market value" and determined by the Committee in its sole and absolute
discretion.
Options are not assignable or transferable by the optionee. No option or
any right with respect thereto, purchasable hereunder, whether fully paid or
not, may be assignable, transferable or given as collateral or any right with
respect to it given to any third party whatsoever, except as specifically
allowed under the ISOP, and during the lifetime of the optionee each optionee's
rights to purchase shares may only be exercised by the optionee.
An option may be exercised as long as the optionee is employed by, or
providing services to, us or any of our affiliates, to the extent the options
have vested.
The ISOP will not increase the number of options available for grant, but
will allow us to roll over options available for grant under our 1994, 1998 and
2001 Stock Option Plans into the ISOP and thus grant options in compliance with
the amended provisions of Section 102.
The Board of Directors believes that the approval of the aforementioned
plan at this Meeting will (i) provide us with the means to attract and retain
talented personnel; (ii) result in saving cash, which would otherwise be
required to maintain the current employees, officers and directors and attract
and adequately reward additional employees, officers and directors; and (iii)
enable us to remain competitive in our industry.
It is therefore proposed that at the Annual General Meeting the
shareholders adopt the following resolution:
"RESOLVED, that the 2003 Employee Stock Option Plan, authorizing the grant
of options to Israeli employees, officers and directors to purchase up to
1,500,000 ordinary shares, par value NIS 0.1 per share, be and hereby is adopted
and approved. This will not increase the number of options available for grant,
but will allow the Company to roll over options available for grant under our
1994, 1998 and 2001 Stock Option Plans into the 2003 Employee Stock Option Plan
according to a resolution of the Board of Directors of the Company from time to
time."
The affirmative vote of the holders of a majority of the ordinary shares
represented at the Annual Meeting in person or by proxy and voting thereon will
be necessary for shareholder approval of the foregoing resolution.
8
The Board of Directors recommends a vote FOR the foregoing resolution.
AUTHORIZATION FOR THE BOARD OF DIRECTORS TO APPOINT A CHAIRMAN OF
THE BOARD OF DIRECTORS WHO WILL SERVE CONCURRENTLY AS OUR CHIEF
EXECUTIVE OFFICER AND APPROVAL OF THE GRANT OF CERTAIN OPTIONS TO HIM.
(Item 5 on the Proxy Card)
The Israeli Companies Law provides that the chairman of the board of
directors of a public company may not hold the office of chief executive officer
or exercise any of the powers of the chief executive officer (as determined by
the Israeli Companies Law). However, the Israeli Companies Law also provides
that the general meeting of shareholders may authorize the chairman of the board
to serve as the chief executive officer of such public company for a period of
up to three years, commencing on the date of such authorization. On October 28,
2003 our Audit Committee and Board of Directors resolved, subject to shareholder
approval, to appoint Mr. Arie Gonen as Chief Executive Officer in addition to
his position as Chairman of the Board. Mr. Gonen has accepted this appointment.
Upon obtaining shareholder approval, Mr. Gonen's current employment agreement
will be amended accordingly, and if he spends at least two thirds of his time
during 2004 in the United States, Mr. Gonen will be granted, pursuant to the
2003 Employee Stock Option Plan (if approved as above), options to purchase an
additional 600,000 ordinary shares at an exercise price of $1.75 per share
vesting immediately at the time of grant. Except as stated above, Mr. Gonen's
existing terms of employment and compensation will remain unchanged. The Audit
Committee and Board of Directors believes that it is in the best interests of
our company and its shareholders that it be granted authority to re-appoint Mr.
Arie Gonen as Chairman of the Board of Directors, while he concurrently serves
as our Chief Executive Officer and to provide him with the additional options as
stated above. The authorization will be for a term that will not exceed three
years commencing on the date of his appointment as Chief Executive Officer. The
Audit Committee has recommended to the Board of Directors and the general
meeting of shareholders to grant to Mr. Gonen the additional options as stated
above.
It is therefore proposed that at the Annual General Meeting the
shareholders adopt the following resolution:
"RESOLVED, that the Board of Directors is authorized to appoint Mr.
Arie Gonen to serve as both Chairman of the Board of Directors and
Chief Executive Officer of the Company for a term not to exceed three
years, and if he spends at least two thirds of his working time during
2004 in the United States, grant him 600,000 options to purchase
ordinary shares at an exercise price of $1.75 per share vesting
immediately at the time of grant and to amend his employment agreement
accordingly."
The affirmative vote of the holders of a majority of the ordinary shares
represented at the Annual Meeting in person or by proxy and voting thereon will
be necessary for shareholder approval of the foregoing resolution.
The Board recommends that the shareholders vote FOR approval of the
aforementioned resolution.
APPOINTMENT OF AUDITORS
(Item 6 on the Proxy Card)
Our Board of Directors first appointed Kost Forer & Gabbay, Certified
Public Accountants (Israel), a member of Ernst & Young Global, 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, 2003 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.
9
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, 2003 is ratified, confirmed and approved;
and it is FURTHER RESOLVED to authorize the Board of Directors to fix
their remuneration."
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 another qualified independent
public accounting firm as our auditors.
The Board of Directors recommends a vote FOR the foregoing resolution.
RECEIVE AND CONSIDER THE DIRECTORS' REPORT,
AUDITOR'S REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
(Item 7 on the Proxy Card)
At the Meeting, our Directors' Report, Auditor's Report and the
Consolidated Financial Statements for the year ended December 31, 2002 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,
2002.
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, 2002.
By Order of the Board of Directors,
Shlomo Baumgarten
Corporate Secretary
Dated: November 20, 2003
10
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 30, 2003 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):
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR (i) THE ELECTION OF THE NOMINEES FOR
DIRECTOR AND (ii) PROPOSALS 2 THROUGH 7 SET FORTH ON THE REVERSE. VOTES CANNOT
BE CAST FOR PROPOSAL 5 UNLESS YES OR NO HAS BEEN SPECIFIED WITH RESPECT TO
WHETHER THE SHAREHOLDER HAS A CONTROLLING INTEREST IN THE COMPANY.
(Continued and to be signed on the reverse side)
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
ATTUNITY LTD
December 30, 2003
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
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(1A) The election of three directors.
[ ] FOR ALL NOMINEES
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
[ ] FOR ALL EXCEPT (See instructions below)
NOMINEES:
( ) Arie Gonen
( ) Dan Falk
( ) Dov Biran
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: (X)
2. Approval of the grant of options to certain of our directors.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
3. Ratification of an amendment to our 2001 Employee Stock Option Plan
increasing the number of our ordinary shares reserved for issuance
thereunder by 1,000,000 ordinary shares.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
4. Approval of the adoption of our 2003 Israeli Stock Option Plan.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
5. Authorization for the Board of Directors to appoint a Chairman for the
Board of Directors who will serve concurrently as our Chief Executive
Officer and approval of the grant of certain options to him.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
Pursuant to Israeli law, in order to ensure specific majority requirements we
are required to ask you if you have a controlling interest in the company (as
described in the proxy statement) with respect to Proposal 5.
Do you have a controlling interest with respect to Proposal 5? YES__ NO__
6. Ratification of the appointment of Kost Forer & Gabbay, a member of Ernst &
Young Global, as our independent auditors for the year ending December 31,
2003 and authorization for the Board of Directors to fix their
remuneration.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
7. Receipt and consideration of our Directors' Report, Auditor's Report and
Consolidated Financial Statements for the year ended December 31, 2002.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method. [ ]
Signature of Shareholder _______ Date _____
Signature of Shareholder__________ Date _____
Note:Please sign exactly as your name or names appear on this Proxy. When shares
are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
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 5, 2003