<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2000
REGISTRATION NO. 333-48878
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
PRECISE SOFTWARE SOLUTIONS LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NOT APPLICABLE
(EXACT NAME OF REGISTRANT'S NAME IN ENGLISH)
<TABLE>
<S> <C> <C>
ISRAEL 7372 NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
1 HASHIKMA STREET
P.O. BOX 88 SAVYON 56518, ISRAEL
972 (3) 635-2566
</TABLE>
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
PRECISE SOFTWARE SOLUTIONS, INC.
ATTN: CHIEF EXECUTIVE OFFICER
690 CANTON STREET
WESTWOOD, MASSACHUSETTS 02090
(781) 461-0700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C> <C> <C>
WILLIAM B. ASHER, ESQ. DR. EDDO DINSTEIN, ADV. JEFFREY S. MARCUS, ESQ. AMIR HALEVY, ADV.
KENNETH J. GORDON, ESQ. VOLOVELSKY, DINSTEIN, MICHELLE A. LOPEZ, ESQ KLEINHENDLER & HALEVY
TESTA, HURWITZ & THIBEAULT, LLP SNEH & CO MORRISON & FOERSTER LLP 30 KALISHER STREET
125 HIGH STREET NOLTON HOUSE 1290 AVENUE OF THE AMERICAS TEL AVIV 65257
BOSTON, MA 02110 14 SHENKAR STREET NEW YORK, NY 1010 ISRAEL
(617) 248-7000 HERZLIYA PITUACH 46725 (212) 468-8000 972 (3) 510-7575
ISRAEL
972 (3) 566-4565
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
EXPLANATORY NOTE
This Amendment No. 1 to the Registrant's Registration Statement on Form F-1
(File No. 333-48878) is being filed solely for the purpose of filing Exhibits
1.1, 2.2, 5.1 and 23.2 thereto.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Companies Law provides that an Israeli company cannot exempt an office
holder from liability with respect to a breach of his fiduciary
responsibilities. However, our articles of association provide that, subject to
the provisions of the Companies Law, we may insure the liability, in whole or in
part, of any of our office holders with respect to: (a) a breach of the duty of
care to us or to another person; (b) a breach of the fiduciary duty to us,
provided that the office holder acted in good faith and had reasonable cause to
assume that his act would not prejudice our interests, or (c) a financial
liability imposed upon him in favor of another person in respect of an act
performed by him in his capacity as an office holder of Precise. In addition, we
may indemnify an office holder against: (i) a financial liability imposed on him
in favor of another person by any judgment, including a compromise judgment or
an arbitrator's award approved by a court in respect of an act performed in his
capacity as an office holder of Precise, and (ii) reasonable litigation
expenses, including attorneys' fees, incurred by such office holder or charged
to him by a court in proceedings instituted against him by Precise or on its
behalf or by another person, or in a criminal charge from which he was
acquitted, all in respect of an act performed in his capacity as an office
holder of Precise. Our articles of association state that an office holder, for
purposes of the provisions of the articles relating to insurance and
indemnification, includes a director, a general manager, the chief executive
officer, an executive vice president, a vice president, other managers directly
subordinate to the general manager and any person who fills one of the above
positions, even if he carries a different title. Furthermore, our articles of
association provide that we may also procure insurance or indemnify any person
who is not an office holder, including, without limitation, an employee, agent,
consultant or contractor of Precise who is not an office holder. We have entered
into indemnity agreements with our office holders and have obtained directors'
and officers' liability insurance for the benefit of our office holders.
Our U.S. subsidiary has also entered into indemnification agreements with
certain of our key employees. These agreements provide, independent of the
indemnification these individuals are entitled to by law and under the
provisions of our subsidiary's charter, indemnification for certain acts while
employed by the subsidiary. These indemnification agreements contain exclusions,
such as limiting indemnification that would be unlawful or that is covered by
other liability insurance. Moreover, employees are not indemnified against
liability to the extent that the employee gained a personal profit to which he
or she is not legally entitled, including proceeds obtained from the illegal
trading of our equity securities. These agreements are guaranteed by Precise
Software Solutions Ltd. as parent of the U.S. subsidiary, to the extent
permitted by Israeli law.
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.
Precise has issued (without payment of any selling commissions to any
person) the following securities since September 30, 1997 without registration
under the Securities Act of 1933. The following information reflects a
two-for-three reverse share split effected by the Company in April 2000.
Since September 30, 1997, Precise has issued options to purchase an
aggregate of 4,980,464 ordinary shares and series A ordinary shares under its
1995 Share Option and Incentive Plan and its 1998 Share Option and Incentive
Plan. From September 30, 1997 through September 30, 2000, options to purchase
123,828 ordinary shares had been exercised. The following table lists options
granted between September 30, 1997 and September 30, 2000.
<TABLE>
<CAPTION>
DATE SHARES PRICE
---- --------- ------
<S> <C> <C>
November 1998......................................... 500,408 $ 0.38
November 1998......................................... 1,519,108 1.04
February 1999......................................... 48,338 1.04
May 1999.............................................. 46,668 1.04
</TABLE>
II-1
<PAGE> 4
<TABLE>
<CAPTION>
DATE SHARES PRICE
---- --------- ------
<S> <C> <C>
October 1999.......................................... 183,336 $ 1.04
October 1999.......................................... 970,024 1.50
January 2000.......................................... 3,334 1.04
March 2000............................................ 410,672 1.50
March 2000............................................ 230,362 10.35
April 2000............................................ 40,000 1.04
May 2000.............................................. 33,333 10.35
June 2000............................................. 571,070 15.00
August 2000........................................... 424,110 19.63
September 2000........................................ 33,334 1.04
September 2000........................................ 6,000 1.50
</TABLE>
In May 1997, Precise issued to certain of its existing shareholders an
aggregate of $1,288,923 in face value of notes convertible into series A
preferred shares at a conversion price equal to the price of equity securities
issued in any subsequent round of equity financing provided at least $2.5
million was raised. In addition, Precise issued warrants to purchase 377,944
series A preferred shares at an exercise price of $0.02 per share, with each
shareholder to whom a note was issued receiving a warrant to purchase the number
of series A preferred shares equal to the amount of the face value of the note
issued to the investor divided by $3.41. In October, November and December of
1997, Precise issued, without additional consideration, additional warrants to
purchase an aggregate of 283,458 series A preferred shares pursuant to the terms
of the original notes and warrants.
In November 1998, Precise issued a warrant to purchase 286,314 series A
ordinary shares to an employee.
In November 1997, Precise issued to certain of its existing shareholders an
aggregate of $617,700 in principal amount of notes, convertible into series A
preferred shares at a conversion price equal to the price per share of equity
securities offered in a subsequent offering, provided that at least $2.0 million
in cash was raised in that offering.
In February 1998, Precise issued and sold series A preferred shares
convertible into an aggregate of 3,956,046 ordinary shares to various investors
for a purchase price of $1.42 per share paid in cash or conversion of notes
issued by Precise and held by some of the investors. Precise also issued an
aggregate of 1,327,879 ordinary shares to existing investors pursuant to
anti-dilution provisions of securities held by these investors without
additional consideration.
In November 1998, Precise issued a warrant to purchase 140,000 series A
preferred shares to a consultant at an exercise price of $0.38 per share.
In September 1999, Precise issued 4,875,800 series B preferred shares
convertible into 4,875,800 ordinary shares at a purchase price of $2.04 per
share to various investors.
In July 2000, Precise issued 312,500 ordinary shares to EMC Investment
Corporation.
No underwriters were involved in any of the foregoing sales of securities.
Such sales were made in reliance upon an exemption from the registration
provisions of the Securities Act set forth in Section 4(2) thereof relative to
sales by an issuer not involving any public offering or the rules and
regulations thereunder, or, in the case of the options to purchase ordinary
shares described above, Rule 701 of the Securities Act or were issued outside of
the United States in transactions not subject to the United States federal
securities laws. All of the foregoing securities are deemed restricted
securities for the purposes of the Securities Act.
II-2
<PAGE> 5
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF DOCUMENT PAGE NO.
-------- ----------------------- ----------
<S> <C> <C>
1.1 Form of Underwriting Agreement
2.1* Agreement and Plan of Merger, dated as of October 27, 2000,
by and among the Registrant, Precise Acquisition Corporation
and Savant Corporation
2.2 Amendment to Agreement and Plan of Merger, dated as of
November 13, 2000, by and among the Registrant, Precise
Acquisition Corporation and Savant Corporation
3.1(1) Memorandum of Association of Registrant, dated November 14,
1990 (English translation)
3.2(1) Amendment to Memorandum of Association of Registrant, dated
April 12, 2000 (English translation)
3.3(1) Amended and Restated Articles of Association of Registrant
4.1(1) Specimen of Ordinary Share Certificate
5.1 Opinion of Volovelsky, Dinstein, Sneh & Co. as to the
validity of the shares
10.1(1) Lease Agreement by and between Precise and Africa Israel
Investments Ltd. dated April 29, 1997 (English translation)
10.2(1) Sublease Agreement, by and between the Travelers Indemnity
Company and Precise Software Solutions, Inc. dated June 3,
1999
10.3(1)+ Application Software Vendor Agreement by and between Precise
and Amdocs UK Limited dated January 12, 1998
10.4(1)+ Software License Agreement by and between Precise and EMC
Corporation dated March 19, 1999 and the amendments thereto
dated October 5, 1999 and December 13, 1999
10.5(1) Share Purchase Agreement by and among Precise and the
Investors named therein, dated July 22, 1999, as amended on
August 5, 1999
10.6(1) Share Purchase Agreement by and among the Registrant and
certain investors dated as of December 31, 1997
10.7(1) Share Purchase and Shareholders Agreement by and among the
Registrant, certain shareholders of the Registrant, Gemini
Israel Fund LP, certain Advent Limited Partnerships and
certain other purchasers dated May 6, 1996
10.8(1) Agreement by and among the Registrant, certain shareholders
of the Registrant, Gemini Israel Fund LP and certain Advent
Limited Partnerships, dated November 9, 1993
10.9(1) Letter Agreement between Precise and EMC Investment
Corporation dated April 18, 2000, as amended May 19, 2000
and June 26, 2000
21.1* Subsidiaries of the Registrant
23.1* Consent of Kost, Forer & Gabbay, a member of Ernst and Young
International
23.2 Consent of Volovelsky, Dinstein, Sneh & Co. (contained in
Exhibit 5.1)
23.3* Consent of Ernst & Young LLP
24.1* Powers of Attorney
</TABLE>
---------------
* Previously filed.
+ Confidential treatment granted as to certain portions, which portions have
been separately filed with the Securities and Exchange Commission.
(1) Incorporated by reference to the exhibits to the registrant's registration
statement on Form F-1 (File No. 333-11992).
(b) FINANCIAL STATEMENT SCHEDULES.
Schedule II -- Valuation and Qualifying Accounts
II-3
<PAGE> 6
ITEM 9. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-1 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto, duly authorized, in the City of Boston, Massachusetts, on November
13, 2000.
PRECISE SOFTWARE SOLUTIONS LTD.
By: /s/ SHIMON ALON
------------------------------------
Shimon Alon
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ SHIMON ALON Chief Executive Officer, President November 13, 2000
------------------------------------ and Director and Authorized United
Shimon Alon States Representative
* Chief Financial Officer November 13, 2000
------------------------------------
J. Benjamin H. Nye
* Controller November 13, 2000
------------------------------------
Dror Elkayam
* Director and Chairman of the Board November 13, 2000
------------------------------------ of Directors
Ron Zuckerman
Director
------------------------------------
Yuval Cohen
* Director November 13, 2000
------------------------------------
Robert J. Dolan
* Director November 13, 2000
------------------------------------
Erel Margalit
* Director November 13, 2000
------------------------------------
Mary A. Palermo
Director
------------------------------------
Yoseph Sela
Director
------------------------------------
Anton Simunovic
/s/ SHIMON ALON Attorney-in-Fact
------------------------------------
* By: Shimon Alon
</TABLE>
II-5
<PAGE> 8
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
BALANCE
BALANCE AT CHARGED TO CHARGED AT END
BEGINNING COSTS AND TO OTHER OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
----------- ---------- ---------- -------- ---------- -------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1999
allowance for doubtful accounts.............. $30,000 $25,000 -- -- $55,000
Year ended December 31, 1998
allowance for doubtful accounts.............. 0 30,000 -- -- 30,000
Year ended December 31, 1997
allowance for doubtful accounts.............. 67,119 32,871 -- (99,990) 0
</TABLE>
S-1
<PAGE> 9
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF DOCUMENT PAGE NO.
------- ----------------------- ----------
<S> <C> <C>
1.1 Form of Underwriting Agreement
2.1* Agreement and Plan of Merger, dated as of October 27, 2000,
by and among the Registrant, Precise Acquisition Corporation
and Savant Corporation
2.2 Amendment to Agreement and Plan of Merger, dated as of
November 13, 2000, by and among the Registrant, Precise
Acquisition Corporation and Savant Corporation
3.1(1) Memorandum of Association of Registrant (English
translation)
3.2(1) Amendment to Memorandum of Association of Registrant, dated
April 12, 2000 (English translation)
3.3(1) Amended and Restated Articles of Association of Registrant
4.1(1) Specimen of Ordinary Share Certificate
5.1 Opinion of Volovelsky, Dinstein, Sneh & Co. as to the
validity of the shares
10.1(1) Lease Agreement by and between Precise and Africa Israel
Investments Ltd. dated April 29, 1997 (English translation)
10.2(1) Sublease Agreement, by and between the Travelers Indemnity
Company and Precise Software Solutions, Inc. dated June 3,
1999
10.3(1)+ Application Software Vendor Agreement by and between Precise
and Amdocs UK Limited dated January 12, 1998
10.4(1)+ Software License Agreement by and between Precise and EMC
Corporation dated March 19, 1999 and the amendments thereto
dated October 5, 1999 and December 13, 1999
10.5(1) Share Purchase Agreement by and among Precise and the
Investors named therein, dated July 22, 1999, as amended on
August 5, 1999
10.6(1) Share Purchase Agreement by and among the Registrant and
certain investors dated as of December 31, 1997
10.7(1) Share Purchase and Shareholders Agreement by and among the
Registrant, certain shareholders of the Registrant, Gemini
Israel Fund LP, certain Advent Limited Partnerships and
certain other purchasers dated May 6, 1996
10.8(1) Agreement by and among the Registrant, certain shareholders
of the Registrant, Gemini Israel Fund LP and certain Advent
Limited Partnerships dated November 9, 1993
10.9(1) Letter Agreement between Precise and EMC Investment
Corporation dated April 18, 2000, as amended May 19, 2000
and June 26, 2000
21.1* Subsidiaries of the Registrant
23.1* Consent of Kost, Forer & Gabbay, a member of Ernst and Young
International
23.2 Consent of Volovelsky, Dinstein, Sneh & Co. (contained in
Exhibit 5.1)
23.3* Consent of Ernst & Young LLP
24.1* Powers of Attorney
</TABLE>
---------------
* Previously filed.
+ Confidential treatment granted as to certain portions, which portions have
been separately filed with the Securities and Exchange Commission.
(1) Incorporated by reference to the exhibits to the registrant's registration
statement on Form F-1 (File No. 333-11992).
