FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d -16
of the Securities Exchange Act of 1934
For the Month of July 2005
B.O.S. BETTER ONLINE SOLUTIONS LTD.
(Translation of Registrant's Name into English)
100 BOS ROAD, TERADYON 20179, ISRAEL
(Address of Principal Corporate Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [_]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ___________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ___________
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [_] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
THIS FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT'S
REGISTRATION STATEMENTS ON FORM F-3 (NO. 333-117529) AND FORM S-8 (NOS.
333-110696, 333-100971 AND 333-11650), AND TO BE A PART THEREOF FROM THE DATE ON
WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR
REPORTS SUBSEQUENTLY FILED OR FURNISHED.
Attached hereto and incorporated by reference are the following Registrant's
press releases:
1. BOScom to Sell its PrintBOS Activity; Dated July 18, 2005.
2. Holder of Note Converts BOS Debt into Company Ordinary Shares; Dated July
18, 2005.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
B.O.S. Better Online Solutions Ltd.
(Registrant)
By: /s/ Adiv Baruch
-------------------
Adiv Baruch
President and CEO
Dated: July 18, 2005
[B.O.S LOGO]
BOSCOM TO SELL ITS PRINTBOS ACTIVITY
TERADYON, ISRAEL - July 18, 2005 - B.O.S. Better Online Solutions Ltd. ("BOS" or
the "Company") (NASDAQ: BOSC, TASE: BOSC), announced today that its wholly-owned
subsidiary, BOScom Ltd., has signed an asset purchase agreement with Consist
Technologies Ltd. and Consist International Inc. (collectively, "Consist"), for
the sale of its PrintBOS activities including all related intellectual property
rights, costumer and supplier agreements, distribution channels, goodwill and
workstations. BOScom shall also transfer employees to Consist. In consideration,
BOScom shall receive $500,000 plus a contingent payment in each of the next
three years equal to 6-10% of the future revenues exceeding $1M per year, that
Consist generates from the PrintBOS activities. The closing of the transaction
is subject to approval of the Office of the Israeli Chief Scientist.
Adiv Baruch, President and CEO of BOS commented that "in order to continue
implementing our strategy, we went through an intensive process to identify a
global company with local presence who will have all the available resources
required to continue investing and growing the PrintBOS business faster than
with the resources that could have been allocated by BOScom for this purpose.
Key factors for the transaction were to keep the existing team of employees and
the existing distributors for customer satisfaction thus creating a smooth
continuation of the product line. Finalizing the transaction with Consist was
based on the mutual vision both companies had throughout the process."
Edouard Cukierman, Chairman of the Board, said "the selling of the PrintBOS
activities to Consist is one more step of implementing the strategy we announced
a while back, of growing through mergers and acquisitions while concentrating on
activities that are significant in size and profitable. Our revenues from the
PrintBOS activity in the first quarter of 2005 were approximately $215,000."
ABOUT BOS
B.O.S. Better Online Solutions Ltd. (the "Company" or "BOS") (NASDAQ:BOSC;
TASE:BOSC) was established in 1990. BOS develops and markets innovative products
that improve enterprise communications and operations. Its activities are
focused on three domains:
o COMMUNICATIONS PRODUCTS- providing easy to install and affordable VoIP
and cellular gateways solutions for businesses. BOS communications
products leverage existing infrastructure, radically reduce costs and
facilitate operations.
o CONNECTIVITY PRODUCTS marketed under the BOSaNOVA brand name. These
products deliver instant and transparent connectivity from IBM iSeries
computers to personal computers, thin clients and browsers.
o SOFTWARE UTILITIES SOLUTIONS for the design, distribution and
management of documents for a range of operating systems, including
mainframe, iSeries, Linux, UNIX, and for various enterprise
applications - ERP, CRM, financial and healthcare applications.
In addition BOS supplies electronic and RFID components and technology design
services through the ODEM Division, based on Odem Electronic Technologies 1992
Ltd., in which a controlling stake was recently acquired.
BOS, www.boscorporate.com is traded on NASDAQ (NASDAQ: BOSC) and on the Tel-Aviv
stock exchange (TASE: BOSC).
For further information, please contact:
Ms. Shelly Horkin
Gelbart-Kahana Public Relations &Investors Relations
Tel. +972-3-6074717, e-Mail: shelly@gk-biz.com
THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN REFLECT MANAGEMENT'S CURRENT
VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD-LOOKING STATEMENTS, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF
WHICH ARE BEYOND THE CONTROL OF BOS, INCLUDING, BUT NOT LIMITED TO, THOSE RISKS
AND UNCERTAINTIES DETAILED IN BOS' PERIODIC REPORTS AND REGISTRATION STATEMENTS
FILED WITH THE U.S. SECURITIES EXCHANGE COMMISSION. BOS UNDERTAKES NO OBLIGATION
TO PUBLICLY UPDATE OR REVISE ANY SUCH FORWARD-LOOKING STATEMENTS TO REFLECT ANY
CHANGE IN ITS EXPECTATIONS OR IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
ANY SUCH STATEMENTS MAY BE BASED, OR THAT MAY AFFECT THE LIKELIHOOD THAT ACTUAL
RESULTS WILL DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS.
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[B.O.S LOGO]
HOLDER OF NOTE CONVERTS BOS DEBT INTO COMPANY ORDINARY SHARES
TERADYON, ISRAEL - July 18, 2005 - B.O.S. Better Online Solutions Ltd. ("BOS" or
the "Company") (NASDAQ: BOSC, TASE: BOSC), announced today that Laurus Master
Fund Ltd. (the "Investor"), the holder of a Secured Convertible Term Note issued
by the Company (the "Note"), has given notice of conversion of approximately
$1.58M of the principal amount and interest accrued under the Note, into 540,293
Ordinary Shares of the Company. In June 2004, the Investor and the Company
entered into a Securities Purchase Agreement, pursuant to which the Company
issued to the Investor the Note of $2M principal amount, repayable by June 2007.
Previously, in March 2005, the Investor elected to convert $308,000 of the
principal amount of the Note and was issued 100,000 Ordinary Shares. The recent
conversion accounts for the remainder of the principal and accrued interest
payable under the Note.
ABOUT BOS
B.O.S. Better Online Solutions Ltd. (the "Company" or "BOS") (NASDAQ:BOSC;
TASE:BOSC) was established in 1990. BOS develops and markets innovative products
that improve enterprise communications and operations. Its activities are
focused on three domains:
o COMMUNICATIONS PRODUCTS- providing easy to install and affordable VoIP
and cellular gateways solutions for businesses. BOS communications
products leverage existing infrastructure, radically reduce costs and
facilitate operations.
o CONNECTIVITY PRODUCTS marketed under the BOSaNOVA brand name. These
products deliver instant and transparent connectivity from IBM iSeries
computers to personal computers, thin clients and browsers.
o SOFTWARE UTILITIES SOLUTIONS for the design, distribution and
management of documents for a range of operating systems, including
mainframe, iSeries, Linux, UNIX, and for various enterprise
applications - ERP, CRM, financial and healthcare applications.
In addition BOS supplies electronic and RFID components and technology design
services through the ODEM Division, based on Odem Electronic Technologies 1992
Ltd., in which a controlling stake was recently acquired.
BOS, www.boscorporate.com is traded on NASDAQ (NASDAQ: BOSC) and on the Tel-Aviv
stock exchange (TASE: BOSC).
For further information, please contact:
Ms. Shelly Horkin
Gelbart-Kahana Public Relations &Investors Relations
Tel. +972-3-6074717, e-Mail: shelly@gk-biz.com
THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN REFLECT MANAGEMENT'S CURRENT
VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD-LOOKING STATEMENTS, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF
WHICH ARE BEYOND THE CONTROL OF BOS, INCLUDING, BUT NOT LIMITED TO, THOSE RISKS
AND UNCERTAINTIES DETAILED IN BOS' PERIODIC REPORTS AND REGISTRATION STATEMENTS
FILED WITH THE U.S. SECURITIES EXCHANGE COMMISSION. BOS UNDERTAKES NO OBLIGATION
TO PUBLICLY UPDATE OR REVISE ANY SUCH FORWARD-LOOKING STATEMENTS TO REFLECT ANY
CHANGE IN ITS EXPECTATIONS OR IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
ANY SUCH STATEMENTS MAY BE BASED, OR THAT MAY AFFECT THE LIKELIHOOD THAT ACTUAL
RESULTS WILL DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS.
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