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
DECEMBER 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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[Logo Omitted]
FOR ADDITIONAL INFORMATION
Yitzhak Sharir 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
+972-8-938-2905
E-mail: [email protected] E-mail: [email protected]
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SAPIENS INTERNATIONAL ANNOUNCES PRIVATE PLACEMENT OF $15
MILLION CONVERTIBLE PREFERRED STOCK
CONFIDENCE-BOOSTING INVESTMENT COMES AS SAPIENS ANNOUNCES SIGNIFICANT
SHORTFALL IN Q4 RESULTS
Research Triangle Park, NC - December 27, 2000 - Sapiens International
Corporation N.V. (NASDAQ:SPNS) today announced that Yarnfield International
Limited, an affiliate of the Magnum Technologies Fund, and Formula Systems
(1985) Ltd. (NASDAQ:FORTY) have agreed to invest $15 million in Sapiens in
return for convertible preferred shares to be issued by the Company. All
previous series of the Company's convertible preferred shares have either
matured or been converted into common stock.
According to the terms of the private placement, which remains subject to
shareholder approval, the preferred shares, which have a three-year term of
maturity, may be converted into common stock at $1.50 per common share. The
conversion price will be adjusted to 110% of the average closing sale price of
the Company's common stock in the second half of August 2001 and the first half
of March 2002, if the common shares are trading at less than $1.50 on either of
those dates. The conversion price will not be adjusted to a price below $1.00
per common share.
Other key terms of the transaction include the investors' three-year option to
invest an additional $15 million on the same terms as the current transaction.
The investors will also be entitled to nominate representatives to the Company's
Board of Directors, subject to shareholder approval at the annual general
meetings of shareholders. The Company plans to present the transaction for
shareholder approval as soon as practicable.
The investors have advanced the sum of $5 million to the Company. In the event
shareholders do not approve the transaction, the Company will issue five million
shares of common stock to the investors in consideration of the $5 million
funding.
Commenting on the transaction, Itzick Sharir, President and CEO of Sapiens,
stated: "This is a strategic investment by investors that have a deep
understanding of our industry and are demonstrating a long-term commitment to
the success of Sapiens. This capital raise, which is a significant achievement
in light of current conditions in the financial markets, represents a clear vote
of confidence in our future."
"We are turning the corner on a difficult year 2000, which was significantly
impacted by the failed merger with Ness Technologies and the associated lack of
focus on our core business and operations. As a result, our current expectations
is that revenues for the fourth quarter of 2000 will not exceed $12 million and
net losses for the quarter will be in the range of $22 million, which includes a
significant amount of non-recurring expenses. Despite these short-term
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disappointments, we remain confident as we look ahead to 2001 and welcome the
added value that our new investors bring to the Company and its base of
shareholders."
ABOUT SAPIENS
Sapiens International (NASDAQ: SPNS) is a leading provider of enterprise-wide
solutions for the rapid development of mission-critical software applications,
including those associated with the emergence of e-business. The Company
provides comprehensive software solutions that substantially improve software
developer productivity, reduce the cost of building and maintaining software
applications, and preserve investment in legacy systems. These solutions
integrate the Company's core rules-based, object-oriented technology, efficient
rapid application development (RAD) methodology, and comprehensive consulting
expertise. Applying proven technologies, including its flagship eMerge(TM)
offering, 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, Groupe Andre, Honda, IBM,
International Paper, Principal Financial, Prudential 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 MAGNUM
The Magnum Technologies Fund is a European-based private equity fund that
specializes in high growth technology companies, particularly in the areas of
software and communications. Magnum's investment strategy is to acquire
signigicant stakes in well-managed companies that have solid technology bases.
Ron Zuckerman, Chairman of the Board of Sapiens, is an advisor to Magnum.
ABOUT FORMULA
Formula Systems (1985) Ltd. (Nasdaq: FORTY) is a global information technology
company principally engaged, through its subsidiaries and affiliates, in
providing software consulting services, developing proprietary software products
and providing computer-based business solutions.
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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.
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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: December 31, 2000 By: /s/ Steve Kronengold/AG
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Steve Kronengold/AG
General Counsel
