UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
October 3, 2000
SAPIENS INTERNATIONAL CORPORATION N.V.
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(Translation of registrant's name into English)
Kaya Richard J. Beaujon z/n
P. O. Box 837
Willemstad, Curacao, Netherlands Antilles
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(Address of principal executive office)
[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|
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- N/A .]
On September 17, 2000, the Registrant entered into the Agreement and
Plan of Merger (the "Merger Agreement") among the Registrant, Wisdom Merger
Sub, Inc., a wholly-owned subsidiary of the Registrant incorporated in the
State of Delaware ("Merger Sub") and Ness Technologies, Inc., a Delaware
corporation ("Ness"), pursuant to which the Registrant and Ness will enter
into a business combination by means of the merger of Merger Sub with and
into Ness (the "Merger"). The consummation of the merger is conditioned
upon receipt of appropriate shareholder and regulatory approvals and the
satisfaction or waiver of certain other conditions set forth in the Merger
Agreement. The Merger Agreement is attached hereto as Exhibit A and
incorporated herein by reference. The foregoing description of the Merger
and the Merger Agreement is qualified in its entirety by reference to the
copy of the Merger Agreement attached hereto.
In connection with the Merger, the Registrant also entered into the
Voting Agreement by and among the Registrant and the stockholders named
therein, dated September 17, 2000 and attached hereto as Exhibit B and Ness
entered into the Voting Agreement by and among Ness and the stockholders
named therein, dated September 17, 2000 and attached hereto as Exhibit C.
EXHIBITS
A. Agreement and Plan of Merger dated as of September 17, 2000 among
Sapiens International Corporation N.V., Wisdom Merger Sub, Inc. and
Ness Technologies, Inc.
B. Voting Agreement by and among Sapiens International Corporation N.V.
and the stockholders named therein, dated September 17, 2000.
C. Voting Agreement by and among Ness Technologies, Inc. and the
stockholders named therein, dated September 17, 2000.
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)
By DAN FALK
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President and Chief Executive Officer
Date October 3, 2000
