UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
For
the
month of February, 2006
Commission
File Number: 000-51694
|
IncrediMail
Ltd.
(Translation
of registrant's name into English)
|
|
2
Kaufman Street, Tel-Aviv, Israel 68012
(Address
of principal executive offices)
|
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F x Form
40-F
o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
o No
x
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
IncrediMail
Ltd. (the “Company”) is mailing to its shareholders today a Notice and Proxy
Statement for an Extraordinary General Meeting of Shareholders to be held on
March 30, 2006. At the meeting, the shareholders will be asked to elect external
directors as required by Israeli law and, subject to the approval of the
Company’s audit committee and board of directors, to approve the compensation of
the Company’s non-employee directors and to approve the compensation of the
Company’s external directors. The meeting is being held within three months of
the completion of the Company’s initial public offering in order to comply with
the requirements of Israeli law as they relate to the election of external
directors.
Only
shareholders of record of the Company’s ordinary shares at the close of business
on February 27, 2006 will be entitled to vote at the meeting.
The
following documents are attached hereto and incorporated by reference
herein:
|
Exhibit
1.
|
Notice
and Proxy Statement for the Extraordinary General Meeting of Shareholders
of IncrediMail Ltd. to be held on March 30, 2006
|
|
Exhibit
2.
|
IncrediMail
Ltd. Proxy Card.
|
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.
|
IncrediMail
Ltd.
|
|
By:
/s/
Yaron Adler
Name:
Yaron Adler
Title:
Chief Executive Officer
|
Date:
February 28, 2006
Exhibit
Index
|
Exhibit
1.
|
Notice
and Proxy Statement for the Extraordinary General Meeting of Shareholders
of IncrediMail Ltd. to be held on March 30, 2006.
|
|
Exhibit
2.
|
IncrediMail
Ltd. Proxy Card.
|
Exhibit
1
EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
To
be held on March 30, 2006
NOTICE
AND PROXY STATEMENT
This
Notice and Proxy Statement (the “Proxy Statement”) is furnished to the holders
of ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”), of
IncrediMail Ltd. in connection with an Extraordinary General Meeting of
Shareholders of the Company to be held at the Company’s offices located at 2
Kaufman Street, Tel Aviv 68012, Israel on March 30, 2006, at 16:00 local time,
and thereafter as it may be adjourned from time to time (the “Extraordinary
General Meeting” or the “Meeting”). Unless the context otherwise requires,
references in this Proxy Statement to “IncrediMail”, the “Company”, “we”, and
“our” refer to IncrediMail Ltd.
At
the
Meeting, the following resolutions will be proposed for adoption by the
Shareholders:
|
1.
|
To
elect Ms. Elisabeth DeMarse and Mr. James H. Lee as external directors
of
the Company.
|
|
2.
|
To
approve the compensation of the following directors of the Company:
Ms.
Tamar Gottlieb, Ms. Gittit Guberman, and Mr. Yair M.
Zadik.
|
|
3.
|
To
approve the compensation of the external directors of the
Company.
|
The
Meeting is being held in order to comply with Israeli law, which requires that
a
shareholders’ meeting be held to elect external directors within three months of
completion of the Company’s initial public offering.
Shareholders
Entitled to Vote
Only
holders of record of Ordinary Shares at the close of business on February 27,
2006 (the “Record Date”) are entitled to notice of and to participate and vote
at the Meeting. On the Record Date, the Company had 9,373,668 issued and
outstanding Ordinary Shares. Each Ordinary Share is entitled to one vote on
each
matter to be voted on at the Meeting.
Proxies
Shareholders
may vote their shares at the Meeting by personally attending the Meeting or
by
appointing “proxies” to vote on their behalf. A shareholder may appoint a proxy
by delivering the proxy card accompanying the Proxy Statement to the Company's
transfer agent prior to the Meeting but not later than the close of business
on
March 29, 2006, or by presenting the proxy card to the chairperson at the
Meeting. Shareholders may revoke their proxy at any time before the effective
exercise thereof by filing with the Company's transfer agent a written notice
of
revocation or a duly executed proxy card bearing a later date, delivered to
the
Company's transfer agent no later than the close of business on March 29, 2006,
or by voting in person at the Meeting.
No
other
matters shall be submitted for voting at the Meeting other than as specified
herein.
We
expect
to mail the Proxy Statement to shareholders on or about February 28, 2006.
In
addition to the solicitation of proxies by mail, our directors, officers and
employees, without receiving additional compensation therefor, may solicit
proxies by telephone, facsimile, in person or by other means. Brokerage firms,
nominees, fiduciaries and other custodians may be requested to forward proxy
solicitation materials to the beneficial owners of our Ordinary
Shares.
Quorum
and Voting Requirements
The
quorum required for the Meeting shall be at least two shareholders present
in
person, or by proxy, holding in the aggregate, at least 33 1/3% (thirty three
percent and one-third of a percent) of the voting rights in the issued share
capital of the Company. If within 30 minutes from the time appointed for holding
the Meeting a quorum is not present, the Meeting shall stand adjourned to the
same day in the next week at the same time and place, or to such day and such
time and place as the chairperson may determine with the consent of a majority
of the voting power represented at the Meeting in person or by proxy and voting
on the question of adjournment.
Proposals
One, Two, and Three contained in this Proxy Statement shall be deemed adopted
if
approved by the holders of a majority of the voting power of the Company
represented at the Meeting in person or by proxy and voting thereon; provided,
however, that the majority for the adoption of Proposal One must comply with
certain conditions as set forth thereunder.
In
order
to be counted for voting on Proposal One contained in this proxy statement,
a
shareholder must indicate, either on the proxy card or prior to voting in person
at the Meeting, whether or not such shareholder is a controlling shareholder
of
the Company (as the term "control" is defined in the proxy statement under
Proposal One).
AFTER
CAREFUL CONSIDERATION, OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS
VOTE “FOR” THE PROPOSALS DESCRIBED IN THIS PROXY
STATEMENT.
|
I.
|
PROPOSAL
ONE: ELECTION OF EXTERNAL
DIRECTORS
|
We
are
subject to the Israeli Companies Law (the “Companies Law”). Under the Companies
Law, Israeli companies whose shares have been offered to the public in or
outside of Israel are required to appoint at least two external directors to
serve on their board of directors. The external directors must be elected by
an
extraordinary meeting of our shareholders held within three months of the date
we close the first offering of our shares to the public.
A
person
may be elected as an external director if he or she has professional
qualifications or if he or she has accounting and financial expertise (as such
qualifications and expertise are defined under Israeli law). In addition, at
least one of the external directors must have financial expertise. A person
may
not serve as an external director if at the date of his or her election or
within the prior two years, that person, or his or her relatives, partners,
employers or entities under his or her control, have or had any affiliation
(as
such term is defined in the Companies Law) with us or any entity or person
controlling us at the time of election or an entity that is controlled, at
the
time of election or the prior two years, by us or by the person or entity
controlling us.
A
person
may not serve as an external director if that person’s position or other
activities create, or may create, a conflict of interest with the person’s
service as a director or may otherwise interfere with the person’s ability to
serve as a director.
External
directors are elected by a majority vote at a shareholders meeting, as long
as
either:
| · |
the
majority of shares voted for the election includes at least one-third
of
the shares of non-controlling shareholders voted at the meeting (excluding
abstaining votes); or
|
| · |
the
total number of shares of non-controlling shareholders voted against
the
election of the external director does not exceed one percent of
the
aggregate voting rights in the
Company.
|
Pursuant
to the Companies Law, “Control” is defined as the ability to direct the activity
of a corporation, excluding an ability deriving merely from holding an office
of
director or another office in the corporation, and a person shall be presumed
to
control a corporation if he holds half or more of a certain type of means of
control of the corporation; “Means of control” in a corporation is defined as
any one of the following: (1) the right to vote at a general meeting of a
company or a corresponding body of another corporation; (2) the right to appoint
directors of the corporation or its general manager;
The
Companies Law provides for an initial three-year term for an external director
which may be extended for one additional three-year term. External directors
may
be removed only:
| • |
by
a court, and then only if
|
|
•
|
the
external directors cease to meet the statutory qualifications for
their
appointment;
|
|
•
|
they
violate their duty of loyalty to the
company;
|
|
•
|
the
director is unable to perform his or her post on a regular basis;
or
|
|
•
|
during
his or her tenure, the director was convicted in a court outside
of the
State of Israel on accounts of bribery, deceit, offenses by managers
of a
corporate body or offenses involving misuse of inside information;
or
|
|
•
|
If
the board of directors determines that the external director has
ceased to
meet the statutory qualification for appointment or that the external
director has violated his or her duty of loyalty to the company,
the board
shall call a general meeting of the shareholders and any such external
director may be removed for such reason(s) by a resolution of the
general
meeting approved by the same special majority as required for such
external director’s election.
|
In
the
event of a vacancy created by an external director, our board of directors
is
required under the Companies Law to call a shareholders’ meeting to elect a new
external director as soon as practicable.
The
Company's board of directors has reviewed the qualifications and expertise
of
the nominees proposed to be elected as external directors of the Company and
has
determined that both Ms. Elisabeth DeMarse and Mr. James H. Lee possess the
expertise and qualifications that are required under the Companies Law. In
addition, both nominees have attested to the Company that they meet all other
requirements in connection with the election of external directors, under the
Companies Law. In accordance with the recommendation of the Company's board
of
directors, it is proposed that the election of Ms. Elisabeth DeMarse and Mr.
James H. Lee as external directors be considered and voted upon at the Meeting.
Their terms would be for three years, expiring on the third anniversary of
the
date of their election.
Elisabeth
DeMarse,
51, has
over 20 years of experience serving in senior business executive positions.
Ms.
DeMarse currently serves as a member of the boards of directors of ZipRealty,
Inc. (Nasdaq: ZIPR), where she also is a member of the compensation committee,
EDGAR Online, Inc. (Nasdaq: EDGR), where she also is a member of the
compensation and nominating committees, Heska Corporation (Nasdaq: HSKA), where
she also is a member of the audit committee, and Stockgroup Information Systems
(CDNX: SWB.V), where she also is a member of the audit committee. From 2000
to
2004, Ms. DeMarse was the Chief Executive Officer, President and a director
of
Bankrate, Inc. (Nasdaq: RATE) whose website became the No. 1 financial advice
site under the leadership of Ms. DeMarse. In 1999, Ms. DeMarse was an Executive
Vice President of Hoover’s Inc. (Nasdaq: HOOV), responsible for developing new
business, seeking acquisitions and founding its New York City presence and
operations in Europe. In 1998, Ms. DeMarse also was president of a start-up
real
estate information company responsible for creating its global acquisition
program and establishing its management team. From 1988 to 1998, Ms. DeMarse
was
Executive Vice President and Senior Advisor to CEO - Business Ventures, Partner
Relations & Marketing at Bloomberg L.P. Ms. DeMarse has a B.A. in History
from Wellesley College and an M.B.A. from Harvard University.
James
H. Lee,
39, is
an
industry leader in electronic securities brokerage and trading systems
providers. Since 2004, he has been a private investor and a member of the boards
of directors of a number of start-up organizations. In 1995, Mr. Lee founded
Momentum Securities LLC, a direct-access broker dealer, which merged with
Tradescape Corp, a provider of advanced trading systems for active and
professional traders, in 1999. Mr. Lee was the Vice Chairman of the Board of
Tradescape Corp. from 1999 to 2002. In June 2002, Momentum Securities and
Tradescape were acquired by E*Trade Financial for consideration of up to $280
million. At the time of the acquisition, Momentum Securities was the largest
direct-access broker dealer in the world as measured by revenues and trade
volume. From 2002 to 2003, Mr. Lee was responsible for the sale and integration
into E*Trade Financial of Momentum Securities and Tradescape (renamed E*Trade
Professional Trading, LLC). In addition to his responsibilities regarding
Momentum Securities, from 1989 to 2000, Mr. Lee was a portfolio manager and
registered representative with Pension Management Company in Houston, Texas.
Mr.
Lee began his career as an investment banker with The First Boston Corporation
and subsequently with Lehman Brothers in their oil and gas groups. Mr. Lee
won
the Ernst & Young LLP Entrepreneur of the Year in eServices for the
South/West region in 2001. Mr. Lee has a B.B.A. in finance and an M.B.A. in
finance from the University of Texas at Austin and holds a certification from
the Centre for Hedge Fund Research and Education at London Business School
in
the United Kingdom.
Resolution
At
the
Meeting, it is proposed that the following resolutions be adopted:
“1A. Resolved,
that Ms. Elisabeth DeMarse be elected as an external director of the
Company.
1B. Resolved,
that Mr. James H. Lee be elected as an external director of the
Company.”
|
II.
|
AUDIT
COMMITTEE AND BOARD OF DIRECTORS RESOLUTIONS REQUIRED PRIOR TO VOTE
ON
PROPOSAL TWO AND PROPOSAL
THREE
|
Under
the
Companies Law, the terms of office and employment of the Company's directors
must be approved by the Company's audit committee, board of directors, and
shareholders, assuming that they are not adverse to the Company's
interests. A
director who has a personal interest in a matter that is considered at a meeting
of the board of directors or the audit committee may not attend that meeting
or
vote on that matter, unless a majority of the board of directors or the audit
committee also has a personal interest in the matter.
The
audit
committee of a public company is not permitted to approve the terms of office
and employment of the Company's directors, unless at the time of approval,
two
external directors are members of the committee, and at least one of them is
present at the deliberations in which the committee resolves to approve the
proposal. Therefore, the approval of the audit committee may only be granted,
inter
alia,
after
the election of the Company's external directors.
Accordingly,
after, and assuming, the election of the external directors pursuant to
"Proposal One", there shall be an intermission in the Meeting during which
time
the Company's audit committee and board of directors will conduct deliberations
and resolve on the issue of compensation of the Company's directors, as
described under Proposals Two and Three hereunder.
It
should
be noted that Ms. Tamar Gottlieb, Ms. Gittit Guberman, and Mr. Yair M. Zadik
have a personal interest in the resolution under Proposal Two, as it pertains
to
their terms of office as directors, and that the external directors may be
deemed to have a personal interest in such resolution as it may affect the
compensation they are entitled to receive. Therefore, these directors and,
for
the removal of all doubt, the external directors as well, shall disclose to
the
audit committee and to the board of directors, as applicable, their personal
interest in such resolutions.
Following
the intermission in the Meeting and assuming that the audit committee and board
of directors approve the resolutions proposed under Proposals Two and Three,
the
Meeting shall resume and it shall be proposed that the shareholders approve
the
following resolutions.
| III. |
PROPOSAL
TWO: COMPENSATION OF THE
DIRECTORS
|
The
audit
committee and board of directors considered market practices in Israel with
respect to compensation of directors of Israeli companies whose shares are
traded in the United States, as well as the scope of service required, the
responsibilities involved, the need to retain highly-qualified candidates and
other relevant factors.
Resolution
It
is
proposed that, subject to the approval of the Company's audit committee and
board of directors, the following resolution be adopted at the
Meeting:
“Resolved,
to approve (i) an annual gross cash compensation of $20,000 (plus V.A.T, if
applicable) to be paid in twelve equal monthly installments to each of Ms.
Tamar
Gottlieb, Ms. Gittit Guberman, and Mr. Yair M. Zadik as directors of the Company
(collectively the "Directors"); and (ii) a grant of options (each, an "Option"
and collectively, the "Options") to purchase 60,000 ordinary shares of
IncrediMail, par value NIS 0.01 per share (the "Ordinary Shares") to each
Director, with the following terms:(a) each Option shall be exercisable for
one
Ordinary Share at an exercise price equal to the closing price of an Ordinary
Share on the date of the Meeting as reported by the Nasdaq Capital Market;
(b)
the Options shall vest as follows: (1) 24,000 Options shall vest on the first
anniversary of the date of the Meeting, (2) 18,000 Options shall vest on the
second anniversary of the date of the Meeting, and (3) 18,000 Options shall
vest
on the third anniversary of the date of the Meeting; and (c) any and all other
terms and conditions pertaining to the grant of the Options shall be in
accordance with, and subject to, the "2003 Israeli Share Option Plan" adopted
by
the Company in 2003 and the Company's standard Option Agreement that shall
be
executed by each Director and by the Company promptly after the date of the
Meeting.”
|
IV.
|
PROPOSAL
THREE: COMPENSATION OF THE EXTERNAL DIRECTORS
|
External
directors may be compensated only in accordance with regulations adopted under
the Companies Law. The regulations provide three alternatives for cash
compensation to external directors: a fixed amount determined by the
regulations, an amount within a range set in the regulations, or an amount
that
shall not be lower than the compensation received by another director nor higher
than the average compensation to other directors. “Another” or “other” directors
are defined in the applicable regulations as directors of the company that
are
not external directors and who are not (1) controlling shareholders of the
company or (2) employees or service providers of the company on a regular basis
or (3) serving at, or providing services on a regular basis, to a company that
controls the company or to a company that is under common control with the
company or (4) directors who do not receive compensation from the company.
A
company
also may issue shares or options to an external director at an amount not lower
than, and on terms no worse than, those received by another director (as defined
in the applicable regulations) nor higher than the average amount, or terms,
granted to other directors (as defined in the applicable
regulations).
See
Proposal Two for a description of the compensation that our "other directors"
receive.
The
Company’s audit committee and board of directors were advised regarding the
Israeli law requirements for the compensation of external directors. The audit
committee and board of directors considered market practices in Israel with
respect to compensation of external directors of Israeli companies whose shares
are traded in the United States, as well as the scope of service required,
the
responsibilities involved, the need to attract and retain highly-qualified
candidates and other relevant factors.
Resolution
It
is
proposed that, subject to the approval of the Company's audit committee and
board of directors, the following resolution be adopted at the
Meeting:
“Resolved,
to approve (i) an annual gross cash compensation of $20,000 to be paid in twelve
equal monthly installments to each of the Company’s external directors; and (ii)
a grant of options (each, an "Option" and collectively, the "Options") to
purchase 60,000 ordinary shares of IncrediMail, par value NIS 0.01 per share
(the "Ordinary Shares") to each external director with the following terms:
(a)
each Option shall be exercisable for one Ordinary Share at an exercise price
equal to the closing price of an Ordinary Share on the date of the Meeting
as
reported by the Nasdaq Capital Market; (b) the Options shall vest as follows:
(1) 24,000 Options shall vest on the first anniversary of the date of the
Meeting, (2) 18,000 Options shall vest on the second anniversary of the date
of
the Meeting, and (3) 18,000 Options shall vest on the third anniversary of
the
date of the Meeting; and (c) any and all other terms and conditions pertaining
to the grant of the Options shall be in accordance with, and subject to, the
"2003 ISRAELI SHARE OPTION PLAN" adopted by the Company in 2003 and the
Company's standard Option Agreement that shall be executed by each external
director and by the Company promptly after the date of the
Meeting.”
| V. |
ADDITIONAL
INFORMATION
|
Directors,
Executive Officers and Principal Shareholders
The
following table sets forth information to the best of our knowledge, as of
February 27, 2006, regarding the beneficial ownership of our ordinary shares
by
each of our current directors and executive officers and by each person or
entity that we know beneficially owns more than 5% of our ordinary shares.
Beneficial ownership of shares is determined in accordance with the rules of
the
Securities and Exchange Commission (the “SEC”) and generally includes any shares
over which a person exercises sole or shared voting or investment power.
Ordinary Shares that are subject to warrants or stock options that are presently
exercisable or exercisable within 60 days of February 27, 2006 are deemed to
be
outstanding and beneficially owned by the person holding the warrants or stock
options for the purpose of computing the percentage ownership of that person,
but are not treated as outstanding for the purpose of computing the percentage
of any other person. Other than with respect to our directors and officers,
we
have relied on public filings with the Securities and Exchange Commission.
Percentage ownership is based on 9,373,668 ordinary shares outstanding as of
February 27, 2006.
|
Principal
Shareholders
Name
|
Number
of Ordinary Shares Beneficially Owned
|
Percentage
of Ordinary Shares Outstanding
|
|||||
|
Yaron
Adler (1)
|
1,360,933
|
14.52
|
%
|
||||
|
Ofer
Adler (2)
|
1,701,167
|
18.15
|
%
|
||||
|
Gil
Pry-Dvash (3)
|
166,820
|
1.77
|
%
|
||||
|
Yacov
Kaufman
|
-
|
-
|
|||||
|
Dan
Blumenfeld
|
*
|
*
|
|||||
|
Tamar
Gottlieb
|
*
|
*
|
|||||
|
Gittit
Guberman
|
*
|
*
|
|||||
|
Yair
M. Zadik
|
*
|
*
|
|||||
|
All
directors and officers as a group (8 persons) (4)
|
3,369,520
|
35.79
|
%
|
||||
*
Represents less than one percent.
(1)
Yaron
Adler disclaims beneficial ownership of an additional 79,800 Ordinary Shares
owned by an initial shareholder of our company, due to an irrevocable proxy
of
the shareholder that instructs the proxy holder to vote such ordinary shares
in
accordance with the vote of Yaron Adler.
(2)
Ofer
Adler disclaims beneficial ownership of an additional 100,700 Ordinary Shares
owned by an initial shareholder of our company, due to an irrevocable proxy
of
the shareholder that instructs the proxy holder to vote such ordinary shares
in
accordance with the vote of Ofer Adler.
(3)
Include options to purchase 20,520 Ordinary Shares at an exercise price of
$1.70
per share, exercisable within 60 days of February 27, 2006 and expiring in
December 2008.
(4)
Includes options to purchase 39,520 Ordinary Shares at an exercise price of
$1.70 per share, exercisable within 60 days of February 27, 2006 and expiring
between December 2008 and December 2009.
Executive
Officer and Director Compensation
The
aggregate direct compensation we paid to our officers as a group (five persons)
for the year ended December 31, 2004 was approximately $569,000, which included
approximately $75,000 that was set aside or accrued to provide for pension,
retirement, severance or similar benefits. Although we have not completed our
fiscal year 2005 audit, the aggregate direct compensation we paid to our
officers as a group (five persons) for the year ended December 31, 2005 was
approximately $675,000, which included approximately $92,000 that was set aside
or accrued to provide for pension, retirement, severance or similar benefits.
These amounts do not include expenses we incurred for other payments, including
dues for professional and business associations, business travel and other
expenses, and other benefits commonly reimbursed or paid by companies in Israel.
We did not pay our officers who also serve as directors any separate
compensation for their directorship during 2004 or 2005, other than
reimbursements for travel expenses.
The
aggregate direct compensation we paid to our directors who are not officers
for
their services as directors as a group (two of the four directors then serving)
for the year ended December 31, 2004 was approximately $11,000. The aggregate
direct compensation we paid to our directors who are not officers for their
services as directors as a group (two of the four directors then serving) for
the year ended December 31, 2005 was approximately $12,000. Directors were
also
reimbursed for expenses incurred in order to attend board or committee
meetings.
As
of
February 27, 2006, there were outstanding options to purchase 152,000 ordinary
shares granted to four of our directors and officers, at a weighted average
exercise price of $3.89 per share. These options were granted under our 2003
employees share option.
Reporting
Requirements
We
are
subject to the information reporting requirements of the U.S. Securities
Exchange Act of 1934, as amended, (the “Exchange Act”) applicable to foreign
private issuers and we fulfill the obligations with respect to those
requirements by filing reports with the SEC. Our filings with the SEC may be
inspected without charge at the SEC’s Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. Information on the operation of the Public
Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. Our SEC
filings also are available to the public from the SEC’s website at
www.sec.gov.
As
a
foreign private issuer, we are exempt from the rules under the Exchange Act
related to the furnishing and content of proxy statements. The circulation
of
this proxy statement should not be taken as an admission that we are subject
to
those proxy rules.
By
order
of the Board of Directors
/s/ Yaron Adler
Chief
Executive Officer
February
28, 2006
Exhibit
2
