- Amended Annual and Transition Report (foreign private issuer) (20-F/A)
June 07 2012 - 7:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 20-F/A
Amendment No. 1
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report.............................
For the transition period from ____________ to ______________
Commission file number 000-30342
JACADA LTD.
(Exact name of Registrant as specified in its charter)
Israel
(Jurisdiction of incorporation or organization)
11 Shenkar Street
P.O. Box 12175
Herzliya 46725, Israel
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Ordinary shares, par value
NIS 0.04 per share
Securities registered or to be registered pursuant to Section 12(g) of the Act:
NONE
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
NONE
Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the Annual Report:
4,159,134 Ordinary Shares, par value NIS 0.04 per share
Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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Yes
x
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
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No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes
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No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Large accelerated filer:
o
Accelerated filer:
o
Non-accelerated filer:
x
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filling.
US GAAP:
x
International Financial Reporting Standards:
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Other:
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
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Item 17
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Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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No
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
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Yes
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No
EXPLANATORY NOTE
This Amendment No. 1 (the “
Amendment
”) to the Annual Report on Form 20-F for the year ended December 31, 2011, filed on April 30, 2012 with the Securities and Exchange Commission (the “
Original Report
”), is being filed by Jacada Ltd. (“
Jacada
” or the “
Company
”) to amend the Original Report for the sole purpose of supplementing the disclosure under Item 16G (“Corporate Governance”) to add an additional corporate governance practice for which Jacada follows home country practice in lieu of the listing requirements of the NASDAQ Global Market. As permitted under NASDAQ Listing Rule 5615(a)(3), Jacada follows Israeli practice in lieu of compliance with the NASDAQ rule concerning the required timing for an annual shareholders meeting that applies to domestic U.S, listed companies. This disclosure has been added in Item 16G of the Amendment.
Other than as set forth herein, this Amendment does not, and does not purport to, amend or restate any other information contained in the Original Report, nor does this Amendment reflect any events that have occurred after the Original Report was filed. The filing of this Amendment shall not be deemed an admission that the Original Report, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
Capitalized terms appearing in this Amendment which are not otherwise defined shall have the respective meanings assigned to them in the Original Report.
Item 16G: CORPORATE GOVERNANCE
The NASDAQ Global Market requires companies with securities listed thereon to comply with its corporate governance standards. As a foreign private issuer, we are not required to comply with all of the rules that apply to listed domestic U.S. companies. Pursuant to NASDAQ Listing Rule 5615(a)(3), we have notified NASDAQ that with respect to the corporate governance practices described below, we instead follow Israeli law and practice and accordingly do not follow the NASDAQ Listing Rules. Except for the differences described below, we do not believe there are any significant differences between our corporate governance practices and those that apply to a U.S. domestic issuer under the NASDAQ Global Market corporate governance rules.
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Board Nominations Process
. Under the Companies Law, the nominations process for board members is conducted by the full board of directors, which differs from the NASDAQ Listing Rule requirement that the board nominations process be determined by a wholly independent nominating committee or by a majority of the independent members of the board of directors. We furthermore need not comply with the NASDAQ requirement to adopt a formal written charter or board resolution addressing the company’s board nomination process.
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Compensation of Chief Executive Officer and other Executive Officers
. Under the Companies Law, the compensation of the chief executive officer and all other executive officers is approved by our audit committee and by the full board of directors, which differs from the NASDAQ Listing Rule that requires that such compensation be determined, or recommended to the board for determination, either by a majority of the independent directors, or by a compensation committee comprised solely of independent directors. Under the Companies Law, if the chief executive officer or any other executive officer is also a director, the terms of compensation of the officer must be approved by our audit committee, board of directors and shareholders, and the officer may not be present when the audit committee or board of directors discusses or acts upon the terms of his or her compensation.
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Disclosure of Directors and Executive Officers Compensation
. Under the Companies Law, disclosure of the compensation of directors and members of our administrative, supervisory or management bodies is not required on an individual basis, which differs from the NASDAQ Listing Rule that requires such disclosure. Therefore, the compensation of our executive officers is provided on an aggregate basis in this Annual Report.
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Required Timing for Annual Shareholders Meetings.
Under the Companies Law, we are required to hold an annual shareholders meeting each calendar year and within 15 months of the last annual shareholders meeting, which differs from the corresponding requirement under NASDAQ Listing Rule 5620(a), which mandates that a listed company hold its annual shareholders' meeting within one year of the company’s fiscal year-end.
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the Annual Report on its behalf on June 7, 2012.
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JACADA LTD.
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By:
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/s/ Caroline Cronin
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Caroline Cronin
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description of Document
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1.1
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Memorandum of Association of Jacada Ltd. (incorporated by reference to Exhibit 3.1
to the registrant’s Registration Statement on Form F-1 (SEC File No. 333-10882)).
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1.2
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Articles of Association of Jacada Ltd. (incorporated by reference to Exhibit 3.2 to the
registrant’s Registration Statement on Form F-1 (SEC File No. 333-10882)).
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1.3
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Amendments to Jacada Ltd.’s Articles of Association, dated August 24, 2003
(incorporated by reference to Exhibit 1.3 to the registrant’s Annual Report on Form 20-F for the year ended December 31, 2003).
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1.4
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Amendments to Jacada Ltd.’s Articles of Association, dated August 25, 2004
(incorporated by reference to Exhibit 1.3 to the registrant’s Annual Report on Form 20-F for the year ended December 31, 2004).
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1.5
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Amendment to Jacada Ltd.’s Articles of Association, dated October 25, 2010
(incorporated by reference to Exhibit 1.5 to the registrant’s Annual Report on Form 20-F for the year ended December 31, 2010).
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4.1
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Jacada Ltd. 1999 Share Option and Incentive Plan (incorporated by reference to Exhibit
10.3 to the registrant’s Registration Statement on Form F-1 (file no. 333-10882)).
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4.2
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Amendment to Jacada Ltd. 1999 Share Option and Incentive Plan (incorporated by
reference to Exhibit 10.2 to the registrant’s Registration Statement on Form S-8 (file no.333-73650)).
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4.3
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Amendment No. 2 to the Jacada Ltd. Form of 1999 Share Option and Incentive Plan.
(incorporated by reference to Exhibit 4.8 to the registrant’s Annual Report on Form 20-F for the year ended December 31, 2009).
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4.4
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Jacada Ltd. 2003 Share Option Plan (incorporated by reference to Exhibit 99.1 to the
registrant’s Registration Statement on Form S-8 (file no. 333-111303)).
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4.5
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Amendment No. 1 to the Jacada Ltd. 2003 Share Option and Incentive Plan
(incorporated by reference to Exhibit 4.9 to the registrant’s Annual Report on Form 20-F for the year ended December 31, 2009).
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8
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List of Jacada Ltd.’s Subsidiaries (incorporated by reference to Exhibit 8 to the
registrant’s Annual Report on Form 20-F for the year ended December 31, 2009).
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11
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Code of Ethics of Jacada Ltd. (incorporated by reference to Exhibit 11 to the registrant’s
Annual Report on Form 20-F for the year ended December 31, 2003).
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12.1
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Certificate of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/Rule
15d-14(a).
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12.2
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Certificate of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/Rule 15d-
14(a).
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13.1
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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14.1
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Consent of Kost, Forer, Gabbay and Kasierer, a member of Ernst & Young Global.*
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101
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The following financial information from Jacada Ltd. Annual Report on Form 20-F for the year ended December 31, 2011, filed with the SEC on April 30, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2010 and 2011, (ii) Consolidated Balance Sheets (Parenthetical) as of December 31, 2010 and 2011, (iii) Consolidated Statements of Operations for the years ended December 31, 2009, 2010 and 2011, (iv) Consolidated Statements of Operations (Parenthetical) for the years ended December 31, 2009, 2010 and 2011, (v) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2009, 2010 and 2011, (vi) Consolidated Statements of Changes in Shareholders’ Equity (Parenthetical) for the years ended December 31, 2009, 2010 and 2011, (vii) Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2010 and 2011, and (viii) Notes to Consolidated Financial Statements.*
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* Filed together with the Original Report.
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