<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of
October 2000
Sapiens International Corporation N.V.
(translation of registrant's name into English)
c/o Landhuis Joonchi
Kaya Richard J. Beaujon z/n
P.O. Box 837
Willemstad
Curacao, Netherlands Antilles
(599) (9) 7366277
(address of principal executive 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 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
---
<PAGE>
[GRAPHIC OMITTED]
FOR ADDITIONAL INFORMATION
Lauri Hanover John W. Heilshorn, Jr./Jody Burfening
Chief Financial Officer Lippert/Heilshorn &
Sapiens International Associates Inc.
Tel: +1-877-554-2426 Tel: +1-212- 838-3777
+972-8-938-2701
E-mail: [email protected] E-mail: [email protected]
------------------- -------------
SAPIENS COMMENTS ON THIRD QUARTER RESULTS
Research Triangle Park, N.C.--October 12, 2000 --Sapiens International
Corporation N.V. (NASDAQ: SPNS), a global e-business solution provider, today
announced that revenues and net loss for the third quarter ended September 30,
2000 will be substantially lower than those for the third quarter of 1999.
Revenues for the third quarter are expected to be approximately $17 million. Net
loss for the quarter is expected to be between $0.31 to $0.32 per share. The
Company plans to report final third quarter results on October 31, 2000.
"Two principal factors contributed to the shortfall in our revenues and earnings
this quarter," said Dan Falk, Sapiens' President and Chief Executive Officer.
"First, the dramatic devaluation of the euro has had a significant impact on our
strong and growing European operations. We believe that our significant
footprint in Europe has provided and will continue to provide us with a critical
competitive advantage in the long run. However, in the short term, the weakness
of the euro will have a negative impact on our financial results. Second,
certain large projects, which were expected to close in the third quarter,
remain in the sales process. We continue to execute on our long-term strategy
and remain positive about our future."
About Sapiens
Sapiens International (NASDAQ: SPNS) is a global e-business solutions provider.
Sapiens delivers strategic end-to-end solutions that enable customers to
capitalize on their IT assets in the transition to e-business. Sapiens'
e-commerce solutions, such as eMerge Loan, eMerge Insure and eMerge Supply
Chain, as well as its cross-industry offerings, such as eMerge and
EuroMigration, apply new business models and processes in the emerging, dynamic
world of e-business and help clients meet the challenges of euro migration and
reengineering. Applying proven technologies, Sapiens ensures fast time-to-market
and responsiveness to change.
Sapiens serves its growing customer base directly and through partnerships with
such industry leaders as Cap Gemini, CSC, IBM and KPMG. The Company's installed
base of customers includes 3M, Air France, Argos, Bosch, Groupe Andre, Honda,
IBM, International Paper, The Principal Financial Group and Siemens Energy and
Automation and other multinational corporations.
You are invited to visit us on the World Wide Web at http://www.sapiens.com.
<PAGE>
Page 2
Except for historical information contained herein, the matters set forth in
this release are forward-looking statements that are dependent on certain risks
and uncertainties, including such factors, among others, as market acceptance,
market demand, pricing, changing regulatory environment, changing economic
conditions, risks in new product and service development, the effect of the
company's accounting policies and other risk factors detailed in the Company's
SEC filings.
<PAGE>
FOR ADDITIONAL INFORMATION
Lauri Hanover John W. Heilshorn, Jr./Jody Burfening
Chief Financial Officer Lippert/Heilshorn &
Sapiens International Associates Inc.
Tel: +1-877-554-2426 Tel: +1-212- 838-3777
+972-8-938-2701
E-mail: [email protected] E-mail: [email protected]
------------------- -------------
SAPIENS INTERNATIONAL ANNOUNCES DISAPPOINTING THIRD QUARTER RESULTS
Company Projects Better Results in Fourth Quarter 2000
Research Triangle Park, N.C.--October 30, 2000 --Sapiens International
Corporation N.V. (Nasdaq NM: SPNS), a global e-business solution provider, today
announced unaudited results of operations for the third quarter and nine months
ended September 30, 2000.
Revenues in the third quarter of 2000 were $17.1 million compared with $23.4
million in the third quarter of 1999. Year-to-date revenues were $61.2 million
compared with $67.0 million for the same period last year. Product revenues in
the third quarter were $9.0 million compared with $12.0 million a year ago. For
the first nine months of the year, product revenues reached $34.7 million
compared with $33.2 million for the same period last year. Year-to-date
consulting and other services revenue was $26.5 million versus $33.8 million in
the first nine months of 1999.
Consolidated operating loss in the third quarter was $7.9 million compared with
an operating profit of $3.3 million in the third quarter of 1999. For the first
nine months of the year, operating loss was $11.7 million compared with an
operating profit of $9.8 million in the same period last year. Consolidated net
loss in the third quarter was $7.0 million, or $.31 per share on a diluted
basis, compared with net income of $3.9 million, or $0.16 per share on a diluted
basis, in the third quarter of 1999. Net loss for the first nine months was
$10.4 million, or $0.46 per share on a diluted basis, compared with a net income
of $10.6 million, or $0.43 per share on a diluted basis, in the same period last
year.
Commenting on the results, Dani Falk, Chief Executive Officer said, "We are
disappointed with the results of Q3, particularly following a positive first
half of the year -- but are encouraged by the early indications of our business
in Q4. In Europe, several euro contracts were postponed due to the uncertainty
during the summer surrounding the determination of the participating countries
to move towards the single European currency. This uncertainty seems to have
been short-lived. Already in October, two of these clients signed euro contracts
and we expect the others to follow suit. In the Far East, a number of
significant license sales, which were expected to close in Q3, were delayed as a
result of our announced merger agreement with Ness Technologies Ltd. We are
moving towards closure of these deals in Q4. In North America, we were pleased
by the 48% revenue growth on a sequential basis and by the strong market
response to our eMerge AS/400 offering.
"We are taking the necessary steps to return to profitability. Our action plan
includes better utilization of our resources; a sharpening of our focus on
critical territories such as the US, UK, France and Japan; and increased market
penetration led by our field-proven eMerge offering. We are pleased to report
that eMerge is now in production at major clients in the US and Europe and has
displayed maturity on the back end of large scale IT systems with openness to
the challenges of the new economy.
<PAGE>
"In light of the initial start that we have seen in the fourth quarter, we look
forward to better results in Q4. We also believe that given the market
opportunities for our euro and eMerge solutions we will see improved revenue
growth in 2001 and a return to profitability."
About Sapiens:
Sapiens International (NASDAQ: SPNS) is a global e-business solutions provider.
Sapiens delivers strategic end-to-end solutions that enable customers to
capitalize on their IT assets in the transition to e-business. Sapiens'
e-commerce solutions, such as eMerge Loan, eMerge Insure and eMerge Supply
Chain, as well as its cross-industry offerings, such as eMerge and
EuroMigration, apply new business models and processes in the emerging, dynamic
world of e-business and help clients meet the challenges of euro migration and
reengineering. Applying proven technologies, Sapiens ensures fast time-to-market
and responsiveness to change.
Sapiens serves its growing customer base directly and through partnerships with
such industry leaders as Cap Gemini, CSC, IBM and KPMG. The Company's installed
base of customers includes 3M, Air France, Argos, Bosch, Groupe Andre, Honda,
IBM, International Paper, Principal Financial and Siemens Energy and Automation
and other multinational corporations
You are invited to visit us on the World Wide Web at http://www.sapiens.com
Except for historical information contained herein, the matters set forth in
this release are forward-looking statements that are dependent on certain risks
and uncertainties, including such factors, among others, as market acceptance,
market demand, pricing, changing regulatory environment, changing economic
conditions, risks in new product and service development, the effect of the
company's accounting policies and other risk factors detailed in the Company's
SEC filings.
<PAGE>
Condensed Consolidated Statements of Income
(U.S. Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
-------------------------------- --------------------------------
9/30/2000 9/30/1999 9/30/2000 9/30/1999
-------------- -------------- --------------- --------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues
Products $ 9,011 $ 12,008 $ 34,657 $ 33,218
Consulting and other services 8,047 11,402 26,528 33,820
-------------- -------------- --------------- --------------
Total revenues 17,058 23,410 61,185 67,038
-------------- -------------- --------------- --------------
Cost of revenues
Products 6,711 4,251 16,858 11,869
Consulting and other services 6,465 7,717 19,781 21,206
-------------- -------------- --------------- --------------
Total cost of revenues 13,176 11,968 36,639 33,075
-------------- -------------- --------------- --------------
Gross Profit 3,882 11,442 24,546 33,963
Expenses
Research and development, net 1,890 1,264 6,284 3,740
Selling, general and administrative 9,621 6,628 29,180 19,803
Amortization of goodwill 282 284 828 574
-------------- -------------- ---------------- --------------
Operating Income/(Loss) (7,911) 3,266 (11,746) 9,846
Financial income/(expenses), net (149) 71 (371) 432
Other income/(expenses), net (a) 1,103 523 335 1,728
-------------- -------------- --------------- --------------
Net Income/(Loss) $ (6,957) $ 3,860 $ (10,389) $ 10,613
============== ============== =============== ==============
Preferred stock dividend (17) (105) (107) (315)
-------------- -------------- --------------- --------------
Net income/(loss) to common shareholders $ (6,974) $ 3,755 $ (10,496) $ 10,298
============== ============== =============== ==============
Basic earnings/(loss) per share $ (0.31) $ 0.18 $ (0.46) $ 0.50
============== ============== =============== ==============
Diluted earnings/(loss) per share (b,c) $ (0.31) $ 0.16 $ (0.46) $ 0.43
============== ============== =============== ==============
Weighted average shares used to compute:
Basic earnings/(loss) per share 22,764 20,991 22,745 20,692
Diluted earnings/(loss) per share (b) 22,764 24,705 22,745 24,374
</TABLE>
Note a: Includes other expenses, taxes and minority interest
b: Due to the net loss in 2000 the inclusion of dilutive securities
would be antidilutive.
c: For the computation of diluted earnings per share in 1999, net income
is reduced by the preferred stock dividend only when inclusion would
be antidilutive.
<PAGE>
SAPIENS INTERNATIONAL CORPORATION N.V.
Condensed Consolidated Balance Sheets
(U.S. Dollars in thousands)
<TABLE>
<CAPTION>
9/30/2000 12/31/1999
---------------- ----------------
(Unaudited) (Audited)
<S> <C> <C>
Assets
Cash $ 15,907 $ 8,735
Short-term investments 7,320 8,055
---------------- ----------------
23,227 16,790
Trade receivables 33,551 31,943
Other current assets 9,079 7,118
---------------- ----------------
Total current assets 65,857 55,851
---------------- ----------------
Property and equipment, net 5,814 5,207
Other assets 29,105 24,047
---------------- ----------------
Total assets $ 100,776 $85,105
================ ================
Liabilities and shareholders' equity
Short-term loans and current maturities
of long-term debt $ 15,900 $ 3,657
Trade payables 4,096 3,495
Other liabilities and accrued expenses 16,004 15,988
Deferred revenue 3,192 2,392
---------------- ----------------
Total current liabilities 39,192 25,532
---------------- ----------------
Long-term debt and other liabilities 15,673 8,159
Shareholders' equity 45,911 51,414
---------------- ----------------
Total liabilities and shareholders' equity $ 100,776 $85,105
================ ================
Note: Certain prior year's amounts have been reclassified to conform with current year
presentation
</TABLE>
<PAGE>
FOR ADDITIONAL INFORMATION
Lauri Hanover John W. Heilshorn, Jr./Jody Burfening
Chief Financial Officer Lippert/Heilshorn &
Sapiens International Associates Inc.
Tel: +1-877-554-2426 Tel: +1-212- 838-3777
+972-8-938-2701
E-mail: [email protected] E-mail: [email protected]
------------------- -------------
SAPIENS TO BUILD CORE APPLICATIONS FOR ADP NEDERLAND BV
USING SAPIENS EMERGE(TM) SOLUTION
Research Triangle Park, NC--October 24, 2000--Sapiens International Corporation
N.V. (NASDAQ: SPNS), a global e-business solutions provider, today announced
that Automatic Data Processing Nederland BV ("ADP"), a provider of computerized
transaction processing, data communications and information services, chose
Sapiens to build its ADRES Database and to implement an information Message
Broker System. At the customer's request, terms of the agreement were not
disclosed.
In the first phase of the project, Sapiens will use eMerge, its comprehensive
solution for the transition to e-business, to build ADP's ADRES Database, which
will serve as a single repository for clients' contact information, such as
addresses, contact persons, sales-persons, etc. This new repository will replace
similar functionality across many diverse applications on a variety of platforms
and will allow fast information retrieval. In the second phase of the project,
Sapiens will use eMerge to build the ADP Message Broker, a customizable
middleware application that "brokers" messages between various systems on a
number of platforms. The initial use of the ADP Message Broker will be to notify
ADP's existing, non-centralized systems of changes to clients' information in
the new ADRES Database. This application will replace ADP's existing update
processes.
Commenting on the project, Herman Pompe, ADP's Manager, Internal Systems said:
"ADP Nederland BV has chosen Sapiens to build two systems: the ADRES database
(ADP's Relation System), which is aimed at maintaining the data of all of our
relations and a Message Broker system, which will deal with the changes in the
decentralized systems. ADP Nederland BV have chosen Sapiens following the
successful implementation of various projects and their ability to fully
understand our business needs."
Yair Spitzer, Vice President, Sapiens UK, added: "We are delighted to have been
awarded this eMerge project by ADP. Their confidence in us confirms our
reputation in delivering end-to-end business-critical solutions, which enable
full integration of a company's various systems."
<PAGE>
About ADP
ADP Nederland BV offers systems and services for human resource management and
payroll. ADP Nederland BV is the only company in Holland where the core business
is payroll and human resource management. The company has 480 employees and more
than US $ 52 million in revenues. Every month over 800.000 employees in Holland
get their salary via ADP Nederland BV. The head office resides in Capelle aan
den IJssel. Besides Capelle, ADP has offices in Utrecht and Nijmegen. ADP
Nederland BV is part of ADP, Inc (NYSE: AUD - news). ADP, Inc has over US $6
billion in annual revenues and is one of the largest independent computing
services firms in the world, with more than 450,000 clients. ADP provides
computerised transaction processing, data communications, software, and
information services to companies in virtually every industry. The Company
continually uses technological advancements to develop innovative products that
meet the long-term business needs of its clients. As a leading outsourcing
vendor, ADP is leveraging its position to provide competitive, cost-effective
services to its clients worldwide.
About Sapiens
Sapiens International (NASDAQ: SPNS) is a global e-business solutions provider.
Sapiens delivers strategic end-to-end solutions that enable customers to
capitalize on their IT assets in the transition to e-business. Sapiens'
e-commerce solutions, such as eMerge Loan, eMerge Insure and eMerge Supply
Chain, as well as its cross-industry offerings, such as eMerge and
EuroMigration, apply new business models and processes in the emerging, dynamic
world of e-business and help clients meet the challenges of euro migration and
reengineering. Applying proven technologies, Sapiens ensures fast time-to-market
and responsiveness to change.
Sapiens serves its growing customer base directly and through partnerships with
such industry leaders as Cap Gemini, CSC, IBM and KPMG. The Company's installed
base of customers includes 3M, Air France, Argos, Bosch, Groupe Andre, Honda,
IBM, International Paper, Principal Financial and Siemens Energy and Automation
and other multinational corporations.
You are invited to visit us on the World Wide Web at http://www.sapiens.com.
Except for historical information contained herein, the matters set forth in
this release are forward-looking statements that are dependent on certain risks
and uncertainties, including such factors, among others, as market acceptance,
market demand, pricing, changing regulatory environment, changing economic
conditions, risks in new product and service development, the effect of the
company's accounting policies and other risk factors detailed in the Company's
SEC filings.
<PAGE>
FOR ADDITIONAL INFORMATION
Lauri Hanover John W. Heilshorn, Jr./Jody Burfening
Chief Financial Officer Lippert/Heilshorn &
Sapiens International Associates Inc.
Tel: +1-877-554-2426 Tel: +1-212- 838-3777
+972-8-938-2701
E-mail: [email protected] E-mail: [email protected]
------------------- -------------
AXA CHOOSES SAPIENS TO IMPLEMENT A COMPREHENSIVE
EURO TRANSITION PROJECT
Research Triangle Park, NC--October 26, 2000--Sapiens International Corporation
N.V. (NASDAQ: SPNS), a global e-business solutions provider, today announced
that AXA Ireland Limited, part of the AXA Group, one of the world's leading
insurance and asset management companies, has selected Sapiens to implement an
end-to-end euro transition project using Sapiens EuroMigration(TM) solution. At
the customer's request, terms of the agreement were not disclosed.
The various phases of the project include the mapping of AXA's system components
into a configuration repository, followed by the impact analysis, data
conversion and code remediation for Datacom and Ideal with regard to AXA's
mainframe operational systems in Ireland. The solution is aimed at selectively
wrapping tables and differentiating between currencies in order to meet all of
AXA's conversion requirements.
Commenting on this project, Mr. Bernard Moore, EMU Programme Manager, said: "We
chose Sapiens to conduct this comprehensive project as they are a global euro
solution provider with extensive experience in delivering large-scale euro
migration projects. The Sapiens EuroMigration solution will enable the smooth
and rapid transition of our IT systems to the euro, and allow us to maintain our
competitive advantage in Ireland as one of the leading insurance and asset
management companies."
Mr. Yair Spitzer, Vice President, Sapiens UK, added: "We are delighted to have
the opportunity to work with AXA on this large-scale euro conversion project. We
will continue to expand every effort to provide our customers with leading
solutions that enhance their competitive advantage."
<PAGE>
About AXA Ireland
AXA Ireland, which owns PMPA, AXA Broker and AXA Direct, is Ireland's largest
personal lines insurer. Formally trading as PMPA, Guardian Insurance and
Guardian Direct it sells directly to customers by way of 30 branch offices
nation-wide, through insurance brokers and a direct telesales operation. AXA
Ireland is part of the global AXA Group, which has been built on a clear
strategic vision: to become leaders worldwide in insurance and related financial
services.
About Sapiens
Sapiens International (NASDAQ: SPNS) is a global e-business solutions provider.
Sapiens delivers strategic end-to-end solutions that enable customers to
capitalize on their IT assets in the transition to e-business. Sapiens'
e-commerce solutions, such as eMerge Loan, eMerge Insure and eMerge Supply
Chain, as well as its cross-industry offerings, such as eMerge and
EuroMigration, apply new business models and processes in the emerging, dynamic
world of e-business and help clients meet the challenges of euro migration and
reengineering. Applying proven technologies, Sapiens ensures fast time-to-market
and responsiveness to change.
Sapiens serves its growing customer base directly and through partnerships with
such industry leaders as Cap Gemini, CSC, IBM and KPMG. The Company's installed
base of customers includes 3M, Air France, Argos, Bosch, Groupe Andre, Honda,
IBM, International Paper, Principal Financial and Siemens Energy and Automation
and other multinational corporations.
You are invited to visit us on the World Wide Web at http://www.sapiens.com.
Except for historical information contained herein, the matters set forth in
this release are forward-looking statements that are dependent on certain risks
and uncertainties, including such factors, among others, as market acceptance,
market demand, pricing, changing regulatory environment, changing economic
conditions, risks in new product and service development, the effect of the
company's accounting policies and other risk factors detailed in the Company's
SEC filings.
<PAGE>
[GRAPHIC OMITTED]
FOR ADDITIONAL INFORMATION
Lauri Hanover John W. Heilshorn, Jr./Jody Burfening
Chief Financial Officer Lippert/Heilshorn &
Sapiens International Associates Inc.
Tel: +1-877-554-2426 Tel: +1-212- 838-3777
+972-8-938-2701
E-mail: [email protected] E-mail: [email protected]
------------------- -------------
SAPIENS INTERNATIONAL ANNOUNCES MANAGEMENT CHANGE
Research Triangle Park, N.C.--October 4, 2000 --Sapiens International
Corporation N.V. (Nasdaq NM: SPNS), a global e-business solution provider, today
announced that Lauri Hanover, Executive Vice President and CFO will be leaving
at the end of the year to fill the position of Senior Vice President and CFO at
NICE Systems Ltd. (Nasdaq:NICE).
Dani Falk, President and Chief Executive Officer said, "We are in the process of
establishing the Sapiens-Ness Technologies Inc. management team to lead the
combined company's operations. Ness has a very experienced and talented finance
and operations management. With the closing, Ness' CFO will assume
responsibility for the combined company's finance function. Lauri will play an
integral role in a smooth transition through the closing and we wish her well in
her new position."
About Sapiens
Sapiens International (NASDAQ: SPNS) is a global e-business solutions provider.
Sapiens delivers strategic end-to-end solutions that enable customers to
capitalize on their IT assets in the transition to e-business. Sapiens'
e-commerce solutions, such as eMerge Loan, eMerge Insure and eMerge Supply
Chain, as well as its cross-industry offerings, such as eMerge and
EuroMigration, apply new business models and processes in the emerging, dynamic
world of e-business and help clients meet the challenges of euro migration and
reengineering. Applying proven technologies, Sapiens ensures fast time-to-market
and responsiveness to change.
Sapiens serves its growing customer base directly and through partnerships with
such industry leaders as Cap Gemini, CSC, IBM and KPMG. The Company's installed
base of customers includes 3M, Air France, Argos, Bosch, Groupe Andre, Honda,
IBM, International Paper, The Principal Financial Group and Siemens Energy and
Automation and other multinational corporations.
You are invited to visit us on the World Wide Web at http://www.sapiens.com.
Except for historical information contained herein, the matters set forth in
this release are forward-looking statements that are dependent on certain risks
and uncertainties, including such factors, among others, as market acceptance,
market demand, pricing, changing regulatory environment, changing economic
conditions, risks in new product and service development, the effect of the
company's accounting policies and other risk factors detailed in the Company's
SEC filings.
<PAGE>
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.
Sapiens International Corporation N.V.
(Registrant)
Date: October 31, 2000 By: /s/ Steve Kronengold
------------------------
Steve Kronengold
General Counsel
