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 July 2009
Commission File Number: 000-51694
IncrediMail Ltd.
(Translation of
registrant’s name into English)
4 HaNechoshet Street, Tel-Aviv, Israel 69710
(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.
On July 9, 2009 IncrediMail Ltd. (the “Company”) held an Extraordinary General Meeting of the Company’s shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders elected Mr. Avichay Nissenbaum for a three year term as external director of the Company, commencing immediately upon his election, and approved his compensation as external director on terms equivalent to those of the Company’s other external director. Additionally, following approval by the Company’s audit committee and board of directors, the Company’s shareholders approved the proposed amendments to the terms of options granted to the Company’s directors and external directors. Each of the proposals presented at the Special Meeting were approved by shareholders holding in excess of 96% of the votes cast in person or by proxy with respect to such proposal and included approval by at least one third of the votes of shareholders who were present at the Special Meeting that did not have a personal interest in the applicable proposal.
On July 13, 2009, IncrediMail Ltd. issued a press release, a copy of which is annexed hereto as Exhibit 1 and is incorporated herein by reference.
This Form 6-K is hereby incorporated by reference into IncrediMail Ltd.‘s Registration Statements on Form S-8 (Registration Nos. 333-152010 and 333-133968).
Exhibits
| Exhibit 1 | Press release dated July 13, 2009. |
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.
Date: July 13, 2009 |
IncrediMail Ltd. By: /s/ Yacov Kaufman —————————————— Yacov Kaufman Chief Financial Officer |
Exhibit 1
AVICHAY NISSENBAUM JOINS INCREDIMAIL BOARD OF DIRECTORS
TEL-AVIV, Israel, July 13, 2009 – IncrediMail Ltd. (NASDAQ:MAIL), (www.incredimail-corp.com ), an Internet company, today announced the appointment of Avichay Nissenbaum as external director of the Company. Nissenbaum, 43, was approved by shareholders at an extraordinary shareholder meeting of the Company held on July 9, 2009.
Nissenbaum has over 20 years of experience in the software industry, in conjunction with leadership positions in management, sales, business development, marketing, and operations. He is the chief executive officer and co-founder of Yedda.com, an AOL company, and a vice president at AOL. As co-founder and chief executive of Yedda, Inc., Nissenbaum led Yedda.com to become a prominent player in the Internet social search space which led to the acquisition by AOL.
IncrediMail’s CEO, Ofer Adler, commented on the appointed, “The inclusion of Avichay to our board ensures IncrediMail will continue to gain from a diversity of experience and opinions. His internet background and expertise is a significant addition to the broad based expertise in business, finance, project management, already represented on our board.”
Commenting on his new appointment, Avichay Nissenbaum said, “I am very excited to be joining IncrediMail’s Board of Directors and being part of the team that has brought the Company to where it is today. IncrediMail has come a long way in its business model, and I look forward to adding my expertise to further accelerate the success of the business.”
Prior to Yedda, Inc. Nissenbaum co-founded SmarTeam, a market leader in the PLM (Product Lifecycle Management) domain. SmarTeam was subsequently acquired by Dassault Systemes. In addition to his position on IncrediMail’s Board of Directors, Nissenbaum serves as a board member for Winbuyer Ltd., and advises and helps several startups and entrepreneurs.
Avichay has a B.S in Computer Science and a B.A in Economics.
About IncrediMail Ltd.
IncrediMail Ltd. (NASDAQ: MAIL) is an internet
company that develops customized, downloadable graphic consumer applications used to
generate search related revenues and designs, markets and delivers high end personal
desktop software. The company’s award winning e-mail client product, IncrediMail
Premium, is sold in over 100 countries in 10 different languages. Other products
include, HiYo a graphic add-on to instant messaging software, Magentic, a
wallpaper and screensaver software, and PhotoJoy, software for presenting digital
personal photos.
Forward-Looking
Statements
This press release contains
historical information and forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995 with respect to the business, financial condition
and results of operations of the Company. The words “believe,”
“expect,” “intend,” “plan,” “should” and similar
expressions are intended to identify forward-looking statements. Such statements reflect
the current views, assumptions and expectations of the Company with respect to future
events and are subject to risks and uncertainties. Many factors could cause the actual
results, performance or achievements of the Company to be materially different from any
future results, performance or achievements that may be expressed or implied by such
forward-looking statements, including, among others, changes in the markets in which
the Company operates and in general economic and business conditions, gain or loss of key
customers and unpredictable sales cycles, competitive pressures, market acceptance of new
products, inability to meet efficiency and cost reduction objectives, changes in business
strategy and various other factors, both referenced and not referenced in this press
release. Various risks and uncertainties may affect the Company and its results of
operations, as described in reports filed by the Company with the Securities and Exchange
Commission from time to time. The Company does not assume any obligation to update these
forward-looking statements.
Contact Information
For further information please contact:
Jeff Holzmann
IncrediMail NY, President
Jeff@IncrediMail.com
Todd Fromer / Marybeth Csaby
KCSA Strategic Communications
(212) 896-1215 / 212-896-1236
tfromer@kcsa.com/ mcsaby@kcsa.com