<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
November 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
---
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[GRAPHIC OMITTED]
FOR ADDITIONAL INFORMATION
Dani Falk John W. Heilshorn, Jr./Jody Burfening
Chief Executive Officer Lippert/Heilshorn &
Sapiens International Associates Inc.
Tel: +1-877-554-2426 Tel: +1-212- 838-3777
+972-8-938-2877
E-mail: [email protected] E-mail: [email protected]
------------------ -------------
SAPIENS/NESS MERGER PLANS TERMINATED,
SAPIENS TO REFOCUS EFFORTS TO RESTORE PROFITABILITY
Research Triangle Park, NC - November 14, 2000 - Sapiens International
Corporation N.V. (NASDAQ: SPNS) today announced that the planned merger between
the Company and Ness Technologies, Inc. ("Ness") will not occur. Ness informed
the Company of its decision not to proceed with the merger. The sides are
discussing the termination of the merger agreement and opportunities for mutual
cooperation in the future. According to the terms of the merger agreement,
Sapiens was to issue approximately 41 million shares to Ness shareholders and to
assume Ness options and warrants covering another 16 million shares.
Dani Falk, President and CEO of Sapiens, said: "With the merger plans behind us,
we will, once again, focus exclusively on the business at hand and on our
efforts to restore the Company to profitability. Our proprietary technology is
world class, and our international presence and blue-chip client base provide us
with a solid foundation for future growth. With better utilization of our
resources and distribution channels, this company has great potential".
A conference call to discuss these developments will be held on November 14,
2000 at 11:00 AM (EST). To participate in the conference call please dial:
+1-212-346-6589.
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]
------------------- -------------
MUTUELLES DU MANS ASSURANCES CHOOSES SAPIENS TO IMPLEMENT
$7 MILLION DOLLAR, MULTIPLE PLATFORM EURO TRANSITION PROJECT
Research Triangle Park, NC - November 30, 1999 - Sapiens International
Corporation N.V. (NASDAQ: SPNS) today announced that Mutuelles du Mans
Assurances ("MMA"), the French insurance giant, has chosen Sapiens to implement
a comprehensive project, valued at $7 million, to manage the changeover of MMA's
IT systems to the single European currency. The Sapiens team has worked with MMA
on all business as well as technical aspects of the project, including the
identification of MMA's business needs, the delineation of the scope of the
project and the planning, coordination and implementation of all functional and
technical aspects of the euro transition effort.
The comprehensive project, which is scheduled for completion by December 31,
2001, follows the successful implementation of a pilot project and will be
implemented across multiple platforms. The various phases of the project include
the mapping of MMA's system components into a configuration repository, followed
by the impact analysis and currency migration of the system components. Sapiens
will employ its EuroMigration(TM) solution, including the
Euro-Virtual-Machine(TM) and Euro Configuration Repository (ECR) technologies.
Sapiens will manage the project at the various customer sites with the
assistance of its international support facilities.
Commenting on the project, Mr. Jean-Claude Saussaye, Development and Strategic
Projects Manager of MMA, said: "Sapiens has demonstrated superior euro project
capabilities, both in terms of its ability to define the business scope and
parameters of the project and its project management and implementation
expertise. We are interested in building a long-term vendor relationship with
Sapiens and in exploring Sapiens' e-business solution."
Mr. Saadia Essoudri, Vice President, Sapiens France, added: "We are delighted to
work with MMA on this end-to-end cross-platform project, which substantiates our
position in the euro conversion marketplace as the leading provider of
comprehensive solutions. We strongly expect to expand our relationship with MMA
into other IT areas, such as the rapidly growing marketplace for e-business
solutions."
<PAGE>
Page 2
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' vertical
market frameworks such as insurance and loans, 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 IBM and CA. The Company's installed base of customers
includes 3M, AGF/SI, Berlinische Leben, Greyhound Pioneer Australia, Honda, IBM,
International Paper, La Redoute, Principal Financial, 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 LAUNCHES SAPIENS eMERGE(TM) E-BUSINESS
SOLUTION Sapiens eMerge(TM) brings brick-and-mortar
companies to the world of e-business
Research Triangle Park, N.C., November 29, 1999--Sapiens International
Corporation N.V. (NASDAQ: SPNS) today launched its comprehensive e-business
solution, eMerge. This solution enables "brick-and-mortar" companies to rapidly
leverage their IT assets for dynamic e-business applications.
eMerge enables organizations to leverage their existing IT assets and to
integrate them seamlessly into evolving Internet-based e-business. The solution
is based on Sapiens' proven set of technologies, methodologies and professional
services. These capabilities ensure that Sapiens' solution is delivered with the
speed and flexibility demanded by the fast-paced e-business world.
eMerge is an end-to-end solution: from business analysis and specification of
requirements to technical implementation, integration and project management
services. eMerge methodologies ensure that technical specifications completely
match business requirements resulting in implementation of e-business systems in
record time. eMerge provides rule-based technology that enables the building of
the new functionality needed for e-business processes and the seamless
integration of these processes with existing operational systems.
"We add real business value by ensuring that the new e-business systems are an
integral part of the organization's current IT infrastructure. This enables
organizations to leverage their existing investments in information systems.
Businesses are far more customer-oriented when they rapidly provide efficient
on-line services that are linked seamlessly with their operational
infrastructure," said Ron Zuckerman, Chief Executive Officer of Sapiens
International. "We are extremely encouraged by the initial feedback to Sapiens
eMerge received from both prospective customers and industry analysts."
<PAGE>
Page 2
About Sapiens eMerge(TM)
Sapiens eMerge is a comprehensive approach to e-business enablement. "We can
rapidly add new business processes to existing operational systems using our
business rules technology," said Shai Sole, Sapiens' Chief Technology Officer.
"Based on our extensive experience in reengineering large-scale systems, we
incrementally reengineer existing operational systems using our eRAD
methodology. Our non-intrusive legacy integration technology means 'business as
usual' for our clients during the transition period to e-business."
Sapiens eMerge eRAD methodology features
o Actively involves the business users throughout the process of transition
to and expansion of e-business
o Organizes the entire development process into well-defined, iterative
stages each with its own deliverables of working models
Sapiens eMerge Business Discovery features
o Enables the derivation of e-business technical specifications based on the
particular business requirements
o Includes an extensive evaluation of the existing business environment and
its e-business objectives, concluding with recommendations on e-business
strategy and architecture
o Involves the following steps:
o Business review
o Data model review
o Security investigation
o Web and application server evaluation
o Information requirement review
o Existing applications categorization
Sapiens eMerge Enabling Technologies
o Application server - ensures that the information derived from the business
rules is correct, personalized and implemented with rich user experience
o Development tools - ensure that the solutions are easily adaptable and
scalable
o Integration tools - integrate with legacy and back-office applications
non-intrusively, thereby avoiding disruption of operational systems
o Monitor and administer the operational systems
Professional Services
o Business requirements and analysis
o Technical definitions and implementation
o Total strategic project management
<PAGE>
Page 3
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' vertical
market frameworks such as insurance and loans, 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 IBM and CA. The Company's installed base of customers
includes 3M, AGF/SI, Berlinische Leben, Greyhound Pioneer Australia, Honda, IBM,
International Paper, La Redoute, Principal Financial, 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 TEAMS WITH IBM TO OFFER FLEXIBLE FINANCING OPTIONS FOR
eMERGE E-BUSINESS SOLUTIONS
Sapiens' Clients Can Significantly Lower Acquisition and Implementation Costs
Research Triangle Park, NC--November 9, 2000--Sapiens International Corporation
N.V. (NASDAQ: SPNS), a global e-business solutions provider, today announced a
strategic financing agreement with IBM Global Financing. This alliance will
provide new and existing Sapiens' customers with the option to finance hardware,
software, maintenance, training and services associated with implementing
Sapiens' eMerge e-business solutions.
The alliance with IBM Global Financing is designed to reduce costs and open up
new possibilities of fast time-to-market decisions for Sapiens' clients.
Financing enables customers to immediately benefit from their eMerge solution,
while spreading out the cost to fit their budget requirements.
"Our clients now have the financial flexibility to tailor financial options to
match their needs, based on our strategy and technology offerings," said Gil
Arbel, Executive Vice President, Sapiens Americas. "This also enables us to
quickly build new economy business infrastructures aligned with our client's
short-term and long-term goals, while simplifying their solution procurement
process."
"As more and more customers move toward e-business, the need for total project
financing will continue to grow," said William Doscas, Vice President, Financial
Products and Sales Operations, IBM Global Financing. "IBM Global Financing works
with industry leaders, such as Sapiens, to make it easier, faster and more
affordable for customers to acquire and implement e-business solutions, which
provide significant competitive advantages."
<PAGE>
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.
About IBM Global Financing
As the largest IT financier in the world, IBM Global Financing offers customers
in more than 40 countries leasing and financing solutions for hardware, software
and services acquired from IBM and other vendors. With more than $44 billion in
annual financing originations in 1999, IBM Global Financing also provides
flexible commercial financing for inventory, accounts receivable and
acquisitions. In the U.S., IBM Global Financing home page at
http://www.ibm.com/financing.
# # #
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
Dani Falk John W. Heilshorn, Jr./Jody Burfening
Chief Executive Officer Lippert/Heilshorn &
Sapiens International Associates Inc.
Tel: +1-877-554-2426 Tel: +1-212- 838-3777
+972-8-938-2877
E-mail: [email protected] E-mail: [email protected]
------------------ -------------
SAPIENS ANNOUNCES TOP MANAGEMENT CHANGES
Yitzhak Sharir to Join Company as President & CEO; Dani Falk to Remain as Senior
Consultant and to be nominated to the Board at the Next Shareholders Meeting
Research Triangle Park, NC - November 27, 2000 - Sapiens International
Corporation N.V. (NASDAQ: SPNS) today announced the appointment of Mr. Yitzhak
Sharir as its President and Chief Executive Officer. Mr. Sharir, a seasoned
professional with significant turnaround expertise, replaces Dani Falk, who will
remain with the Company as a Senior Consultant and will be nominated to the
Board of Directors at the next General Meeting of Shareholders.
Mr. Sharir has a proven track record in leading companies to profitability and
growth. Most recently, Mr. Sharir led the growth of Nilit Industries from 1994
through 2000, during which time the company's annual revenues grew steadily to
reach approximately $160 million and Nilit achieved worldwide market
recognition. Prior to joining Nilit, Mr. Sharir led a comprehensive turnaround
of Orlite Industries as its President & CEO from 1990 through 1994. Mr. Sharir's
broad experience also includes positions as Executive VP and General Manager of
Oshap Technologies (1985-1989) and V.P. Technology of Urdan Industries
(1983-1985), as well as management of engineering teams at Israel Aircraft
Industries and Israel's Nuclear Research Center. Mr. Sharir currently serves as
a member of the Board of Directors of Israel Discount Bank.
Mr. Sharir holds the degrees of Bachelor of Science from the Technion; Masters
of Science from Ben Gurion University; a PhD in the field of engineering from
the Illinois Institute of Technology and an MBA from the Israeli Management
Center.
These management changes represent the first stage of a recovery plan designed
to restore profitability in 2001. Other steps of the plan will include:
o raising additional working capital to finance the recovery process;
o realigning the Company's cost structure with its revenue stream;
o leveraging the vibrant eMerge solution offerings to increase the Company's
global presence; and
o expanding the Company's existing relationships with some of the world's
leading organizations.
Additional details of the plan will be announced in the coming weeks.
Commenting on the announcement, Mr. Zuckerman, Chairman of the Board, stated:
"We would like to thank Dani Falk for his significant contributions to the
Company during the past year and a half. Most notably, he led the effort to
build our professional services and marketing infrastructure for our eMerge
<PAGE>
Page 2
offerings that will serve us well into the future. We look forward to continuing
to work with Dani as a member of our Board of Directors. At the same time, I
would like to welcome Yitzhak Sharir, a proven leader with broad operational
experience, to the position of President and CEO. Itzik's impressive
accomplishments in leading Nilit and Orlite to significant growth and
profitability attest to his management and operational capabilities. We are
confident that with Mr. Sharir's leadership skills and the implementation of a
sound recovery plan we will realize the true value of our Company."
Mr. Sharir added: "Sapiens is a company with terrific assets, including its
talented personnel, proven technology, blue-chip customer base and established
international operations. I am grateful for the opportunity to lead a company
such as Sapiens on the road to profitability and growth in the year 2001 and
beyond."
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>
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: November 30, 2000 By: /s/ Steve Kronengold
-----------------------
Steve Kronengold
General Counsel
