FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d -16
of the Securities Exchange Act of 1934
For the Month of November 2004
B.O.S. BETTER ON-LINE SOLUTIONS, LTD.
(Translation of Registrant's Name into English)
100 BOS ROAD, TERADION 20179, ISRAEL
(Address of Principal Corporate 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 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 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): N/A
THE INFORMATION IN PARAGRAPHS 1 AND 2 OF THE REGISTRANT'S FIRST PRESS RELEASE
AND THE INFORMATION IN PARAGRAPHS 1 THRU 7 OF THE REGISTRANT'S SECOND PRESS
RELEASE ATTACHED TO THIS FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE
REGISTRANT'S REGISTRATION STATEMENTS ON FORM S-8 (NOS. 333-110696, 333-100971
AND 333-11650), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS
SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY
FILED OR FURNISHED.
Attached hereto and incorporated by reference are the following Registrant's
press releases:
1. BOS Announces Closing of Odem Transaction; Dated November 18, 2004.
2. B.O.S. Better On-line Solutions Ltd. Announces Financial Results of
Operations for the Third Quarter of 2004; Dated November 29, 2004.
Signature
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.
B.O.S. Better On-Line Solutions, Ltd.
(Registrant)
By: /s/ Adiv Baruch
-------------------
Adiv Baruch
President and CEO
Dated: November 29, 2004
B.O.S. BETTER ON-LINE SOLUTIONS LTD.
BOS ANNOUNCES CLOSING OF ODEM TRANSACTION
NASDAQ NOTIFIES COMPANY OF COMPLIANCE WITH CONTINUED LISTING REQUIREMENT
TERADYON, ISRAEL - November 18, 2004 - B.O.S. Better On-Line Solutions Ltd.
("BOS" or the "Company") (NASDAQ: BOSC, TASE: BOSC), a global developer of high
quality communication solutions, announced today the Closing of the transaction
for the purchase of 63.6% of the issued and outstanding shares of Odem
Electronic Technologies 1992 Ltd. ("Odem"), from Odem's existing shareholders.
Odem, an Israeli private company, is a major solution provider and distributor
of electronics components and advance technologies in the Israeli market. The
details of the transaction are as previously disclosed in the Company's press
release of November 3, 2004.
Additionally, the Company announced that it has received notice from the Nasdaq
Stock Market certifying that it has regained compliance with the continued
inclusion requirement of minimum market value of publicly held shares of
$5,000,000.
ABOUT BOS
Through its wholly owned subsidiary, BOScom, the Company develops, produces and
markets multi-functional, cross-enterprise communication and networking
products. Marketed under the BOSaNOVA brand, these products are renowned for
their simplicity of use, quality, and reliability.
Communication line (www.boscom.com) offers VOIP innovative convergence migration
solutions that leverage a corporation's existing equipment infrastructure.
The Connectivity line (www.bosweb.com) provides solutions for IBM midrange-to-PC
and LAN connectivity and GUI emulation, and printing solutions that are
operating system-independent.
Software Utilities line (www.printbos.com) provides solutions for document
design, distribution and management for a wide range of operating systems,
including mainframe and UNIX.
B.O.S. (www.boscorporate.com) was established in 1990 and became a public
company traded on the Nasdaq National Market in 1996 (Nasdaq:BOSC - News), and
on the Tel Aviv Stock Market in 2002 (TASE:BOSC).
ABOUT ODEM
ODEM electronic technologies 1992 ltd. (Odem), is a leading Israeli distributor
of advanced electronic and electromechanical components to local and global
customers in the defense, telecommunication and imaging industries. Odem
currently represents over 30 major international suppliers of electronic and
electromechanical components, information technology network equipment and image
processing products. Among the companies represented are Texas Instruments Inc.
and Honeywell International Inc. Odem is heavily involved in design-in process
with many of the electronic manufacturers in Israel. The qualified management
and technical staff of Odem posses significant know-how and the experience
needed for this task. Odem brings new technologies such as RFID and wireless
communication to the markets.
For further information, please contact:
Mr. Nehemia Kaufman, CFO
Tel. +972-4- 9907555
e-Mail: ir@boscom.com
THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN REFLECT MANAGEMENT'S CURRENT
VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD-LOOKING STATEMENTS, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF
WHICH ARE BEYOND THE CONTROL OF BOS, INCLUDING, BUT NOT LIMITED TO, THOSE RISKS
AND UNCERTAINTIES DETAILED IN BOS' PERIODIC REPORTS AND REGISTRATION STATEMENTS
FILED WITH THE U.S. SECURITIES EXCHANGE COMMISSION. BOS UNDERTAKES NO OBLIGATION
TO PUBLICLY UPDATE OR REVISE ANY SUCH FORWARD-LOOKING STATEMENTS TO REFLECT ANY
CHANGE IN ITS EXPECTATIONS OR IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
ANY SUCH STATEMENTS MAY BE BASED, OR THAT MAY AFFECT THE LIKELIHOOD THAT ACTUAL
RESULTS WILL DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS.
- 2 -
B.O.S. BETTER ON-LINE SOLUTIONS LTD. ANNOUNCES FINANCIAL RESULTS FOR THE THIRD
QUARTER OF 2004
TERADYON, ISRAEL - November 29, 2004 - B.O.S. Better On-line Solutions Ltd. (the
"Company" or "BOS") (NASDAQ: BOSC, TASE:BOSC) announced today its financial
results for the quarter ended September 30, 2004.
FINANCIAL RESULTS OF CONTINUING SEGMENTS
Revenues for the third quarter of 2004 were $1,457 thousands, compared to $1,397
thousands recorded in the second quarter of 2004 and an increase of 11.6% over
revenues of $1,305 thousands for the third quarter of 2003.
Net loss for the third quarter of 2004 was $385 thousands (or -$0.09 per share),
compared to net loss of $387 thousands (or -$0.10 per share) in the second
quarter of 2004, and net earning of $166 thousands (or $0.04 per share) in the
third quarter of 2003.
Gross profit for the quarter was $766 thousands, or 52.6% of revenues, compared
to $680 thousands, or 48.6% of revenues, for the second quarter of 2004, and
$1,162 thousands or 88.9% of revenues for the third quarter of 2003 (or $823
thousands and 63% of revenues, when excluding income of $339 thousands in the
third quarter of 2003 due to a reversal of a non-recurring royalty for the
Office of the Chief Scientist). The major reasons for the decrease in 2004 were
(a) delay in sales of software based products due to longer sale cycle, and (b)
a change in the Company's product mix towards products with lower gross margins
such as Thin Clients.
Operating expenses for the third quarter of 2004 were $1.1 million, similar to
the expenses for the second quarter of 2004 and compared to $745 thousands
(after excluding restructuring cost in the amount of $325 thousands) for the
third quarter of 2003.
Net loss for the nine months ended September 30, 2004 was reduced by 31% to
$1,209 thousands from $1,752 thousands for the nine months ended September 30,
2003.
As of September 30, 2004, the Company's balance sheet shows liquid financial
resources (cash and equivalents, deposits and marketable securities) of $7.6
million and a convertible liability note (long and short term) of $1.9 million.
In September 2004, we purchased the majority of Quasar Communication Systems
Ltd. ("Quasar") assets relating to Quasar's business, including its fixed
assets, product lines, intellectual property rights and industrial rights,
know-how, technology, licenses, assignable existing distribution channels and
markets, and goodwill. In consideration for the acquired assets, the Company has
issued Quasar 285,000 Ordinary Shares valued at $539 thousands. Since the
purchase of Quasar assets was on September 29, it only affected the balance
sheet as of September 30, 2004.
Adiv Baruch, B.O.S.' President and CEO stated:
"During the third quarter the Company continued to work according to its plan.
The VOIP sales have continued to increase while we continue to invest in R&D.
During this quarter the Company also finalized the asset acquisition of Quasar
and examined the Odem deal that was finalized during Q4. The results of these
acquisitions will take partial effect in Q4 and be fully integrated in Q1 2005."
FINANCIAL RESULTS OF DISCONTINUED SEGMENT
The Company discloses the financial information related to its US subsidiary,
Pacific Information Systems, Inc. ("Pacinfo") in accordance with accounting
standards for "discontinued operations".
There was no significant operation in the discontinued segment in the nine
months ended September 30, 2004.
ABOUT B.O.S.
Through its wholly owned subsidiary, BOScom, the Company develops, produces and
markets multi-functional, cross-enterprise communication and networking
products. Marketed under the BOSaNOVA brand, these products are renowned for
their simplicity of use, quality, and reliability.
The Communication line (www.boscom.com) offers VOIP innovative convergence
migration solutions that leverage a corporation's existing equipment
infrastructure.
1
The Connectivity line (www.bosweb.com) provides solutions for IBM midrange-to-PC
and LAN connectivity and GUI emulation, and printing solutions that are
operating system-independent.
The Software Utilities line (www.printbos.com) provides solutions for document
design, distribution and management for a wide range of operating systems,
including mainframe and UNIX.
Quasar Telecom (2004) Ltd., BOS' wholly owned subsidiary holds the assets of
Quasar Communication Systems ("Quasar") purchased by the Company. Quasar, a
leading developer and manufacturer of advanced cellular gateways that eliminate
interconnection charges between cellular and landline networks, was established
in 1993, operating from the headquarter in Israel.
B.O.S. (www.boscorporate.com) was established in 1990 and became a public
company traded on the Nasdaq National Market in 1996 (Nasdaq:BOSC - News), and
on the Tel Aviv Stock Market in 2002 (TASE:BOSC).
THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN REFLECT MANAGEMENT'S CURRENT
VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD-LOOKING STATEMENTS, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF
WHICH ARE BEYOND THE CONTROL OF BOS, INCLUDING, BUT NOT LIMITED TO, THOSE RISKS
AND UNCERTAINTIES DETAILED IN BOS' PERIODIC REPORTS AND REGISTRATION STATEMENTS
FILED WITH THE U.S. SECURITIES EXCHANGE COMMISSION. BOS UNDERTAKES NO OBLIGATION
TO PUBLICLY UPDATE OR REVISE ANY SUCH FORWARD-LOOKING STATEMENTS TO REFLECT ANY
CHANGE IN ITS EXPECTATIONS OR IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
ANY SUCH STATEMENTS MAY BE BASED, OR THAT MAY AFFECT THE LIKELIHOOD THAT ACTUAL
RESULTS WILL DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS.
2
B.O.S - CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS
SEPTEMBER 30, DECEMBER 31,
2004 2003
-------- --------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 5,098 $ 3,872
Short-term marketable securities 1,936 1,014
Trade receivables, net 953 1,075
Other accounts receivable and prepaid expenses 560 317
Inventories 873 961
-------- --------
TOTAL CURRENT ASSETS 9,420 7,239
-------- --------
LONG-TERM INVESTMENTS:
Long term marketable securities 554 1,862
Severance pay funds 729 684
Investment in a company 3,112 3,112
-------- --------
TOTAL LONG-TERM INVESTMENTS 4,395 5,658
-------- --------
PROPERTY AND EQUIPMENT, NET 615 598
-------- --------
INTANGIBLE ASSETS
Goodwill 903 741
Other intangible assets 505 -
-------- --------
TOTAL INTANGIBLE ASSETS 1,408 741
-------- --------
ASSETS RELATED TO DISCONTINUING SEGMENT 3 119
-------- --------
TOTAL ASSETS $ 15,841 $ 14,355
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long term convertible note $ 508 $ -
Trade payables 608 464
Employee and payroll accruals 433 404
Deferred revenues 281 378
Accrued and other liabilities 981 911
-------- --------
TOTAL CURRENT LIABILITIES 2,811 2,157
-------- --------
LONG TERM LIABILITIES:
Long term Convertible note 1,383 -
Accrued severance pay 1,015 951
-------- --------
TOTAL LONG TERM LIABILITIES 2,398 951
-------- --------
LIABILITIES RELATED TO DISCONTINUING SEGMENT 254 374
-------- --------
SHAREHOLDERS' EQUITY:
Share capital 4,559 4,309
Additional paid-in capital 43,715 43,247
Accumulated other comprehensive income 4 -
Treasury shares - (150)
Accumulated deficit (37,900) (36,533)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 10,378 10,873
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 15,841 $ 14,355
======== ========
3
B.O.S. - CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS
NINE MONTHS ENDED THREE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, SEPTEMBER 30, DECEMBER
-------------------------- -------------------------- 31,
2004 2003 2004 2003 2003
----------- ----------- ----------- ----------- -----------
Revenues $ 4,043 $ 4,202 $ 1,457 $ 1,305 $ 5,728
Cost of revenues 1,927 1,400 691 482 1,794
Non recurring royalty reversal - (339) - (339) (339)
----------- ----------- ----------- ----------- -----------
Gross profit 2,116 3,141 766 1,162 4,273
----------- ----------- ----------- ----------- -----------
Operating expenses:
Research and development 1,559 1,686 618 423 2,129
Less - grants and participation (370) (202) (159) (202) (283)
Selling and marketing 933 1,934 296 209 2,178
General and administrative 1,152 1,020 337 315 1,317
Restructuring and related costs - 592 - 325 678
----------- ----------- ----------- ----------- -----------
Total operating expenses 3,274 5,030 1,092 1,070 6,019
----------- ----------- ----------- ----------- -----------
Operating profit (loss) (1,158) (1,889) (326) 92 (1,746)
Financial income (expenses), net (51) 82 (59) 69 109
Other income (expenses), net - 55 - 5 (795)
----------- ----------- ----------- ----------- -----------
Net earning (loss) from continuing segments (1,209) (1,752) (385) 166 (2,432)
----------- ----------- ----------- ----------- -----------
Net earning (loss) related to discontinuing
segment (18) 2,114 - 442 2,036
----------- ----------- ----------- ----------- -----------
Net loss $ (1,227) $ 362 (385) 608 (396)
=========== =========== =========== =========== ===========
Basic and diluted net earning (loss) per share
from continuing segment $ (0.29) $ (0.49) $ (0.09) $ 0.04 $ (0.66)
=========== =========== =========== =========== ===========
Basic and diluted net earning per share from
discontinuing segment $ - $ 0.59 $ - $ 0.12 $ 0.55
=========== =========== =========== =========== ===========
Basic and diluted net loss per share $ (0.29) $ 0.10 $ (0.09) $ 0.16 $ (0.11)
=========== =========== =========== =========== ===========
Weighted average number of shares used in
computing basic and diluted net earning (loss)
per share 4,163,166 3,593,398 4,165,224 3,804,156 3,683,058
=========== =========== =========== =========== ===========
4