ABOUT
THIS PROSPECTUS
This
document is called a prospectus and is part of a registration statement that we filed with the Securities and Exchange Commission,
or the SEC, using a “shelf” registration process. Under this process, we may from time to time offer and sell our
common shares, in one or more offerings, up to a total dollar amount of $200,000,000.
This
prospectus only provides you with a general description of our common shares. Each time we sell our common shares, we will provide
a prospectus supplement containing specific information about the offering, if required. Any such prospectus supplement may include
a discussion of any risk factors or other special considerations that apply to that offering. The prospectus supplement may also
add, update or change the information in this prospectus. If there is any inconsistency between the information in this prospectus
and any prospectus supplement, you should rely on the information in that prospectus supplement. Before purchasing any of our
common shares, you should carefully read both this prospectus and any prospectus supplement together with additional information
incorporated by reference herein and described under the headings “Where You Can Find More Information” and “Incorporation
By Reference.”
The
registration statement containing this prospectus, including exhibits to the registration statement, provides additional information
about us and the securities offered under this prospectus. The registration statement can be read at the SEC website or at the
SEC office mentioned under the heading “Where You Can Find More Information.”
When
acquiring any common shares discussed in this prospectus, you should rely only on the information provided in this prospectus
and in any applicable prospectus supplement, including the information incorporated by reference. Neither we nor any underwriter,
dealer or agent has authorized anyone to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not offering our common shares in any jurisdiction where the offer or sale is prohibited.
You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference
is truthful or complete at any date other than the date mentioned on the cover page of any such document.
We
may sell our common shares to underwriters who will sell the securities to the public at a fixed offering price or at varying
prices determined at the time of sale. The applicable prospectus supplement will contain the names of the underwriters, dealers
or agents, if any, together with the terms of offering, the compensation of those underwriters, dealers or agents and the net
proceeds to us. Any underwriters, dealers or agents participating in the offering may be deemed “underwriters” within
the meaning of the Securities Act of 1933, as amended.
Unless
otherwise mentioned or unless the context requires otherwise, all references in this prospectus to:
“Sapiens,”
the “Company,” the “Registrant,” “us,” “we” and “our” are to Sapiens
International Corporation N.V., a Cayman Islands company, and its consolidated subsidiaries.
“Our
shares,” “common shares” and similar expressions refer to the Registrant’s Common Shares, par value €
0.01 per share.
“Dollars”,
“US dollars” or “$” are to United States Dollars.
“Shekels”
and “NIS” are to New Israeli Shekels.
“Securities
Act” are to the Securities Act of 1933, as amended.
“Exchange
Act” are to the Securities Exchange Act of 1934, as amended.
“NASDAQ”
are to the NASDAQ Capital Market.
“TASE”
are to the Tel Aviv Stock Exchange.
“SEC”
are to the United States Securities and Exchange Commission.
PROSPECTUS
SUMMARY
You
should read the following summary together with the more detailed information about us, the common shares that we may sell from
time to time, and our financial statements and the notes thereto, all of which appear elsewhere in this prospectus or in the documents
incorporated by reference in this prospectus.
Our
Company
We
are a leading global provider of software solutions for the insurance industry. Our extensive expertise is reflected in our innovative
software platforms, suites, solutions and services for property and casualty (P&C); life, pension and annuity (L&A); reinsurance;
financial and compliance (F&C); workers’ compensation (WC); and financial markets. Our company offers a full digital
suite that facilitates an innovative, holistic and seamless digital experience for carriers, agents, customers and assorted insurance
personnel, across multiple devices and technologies. Sapiens’ offerings enable our customers to effectively manage their
core business functions, including policy administration, claims and billing, and to offer support during an insurer’s journey
to becoming a digital insurer. Our portfolio also covers underwriting, illustration and electronic application.
We
also supply a complete reinsurance offering for providers and a decision management platform tailored to a variety of financial
services providers, so business users can quickly deploy business logic and comply with policies and regulations across their
organizations.
Our
platforms possess modern, modular architecture and are digital-driven. They empower customers to respond to the rapidly changing
insurance market and frequent regulatory changes, while improving the efficiency of their core operations. These process enhancements
increase revenue and reduce costs.
Our
Common Shares
Our
common shares are listed on the NASDAQ Capital Market and on the TASE under the symbol “SPNS”.
Corporate
Information
We
are a Cayman Islands exempted company (i.e., a company whose objects are to be carried out mainly outside of the Cayman Islands)
that operates under the Companies Law (as revised) of the Cayman Islands. We were incorporated and registered in the former Netherlands
Antilles on April 6, 1990. Following the dissolution of the Netherlands Antilles in late 2010, we became registered under the
provisions of the Curaçao Civil Code. In November 2017, our shareholders approved, and in August 2018 we effected, the
migration of the legal domicile of our company to the Cayman Islands. Our principal executive office is located at Azrieli Center,
26 Harokmim St., Holon, Israel and our telephone number at that office is +972-3-790-2000. Our agent for service of process in
the US is our subsidiary, Sapiens Americas Corporation, 4000 CentreGreen Way, Suite 150, Cary, NC 27513, USA. Our website address
is http://www.sapiens.com. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus.
FORWARD-LOOKING
STATEMENTS
This
prospectus, the documents incorporated in it by reference and accompanying prospectus supplements may contain or incorporate statements
that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. These statements can be identified by the use of forward-looking language such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “will,” “plan,” “project,”
“seek,” “could,” “should” or other similar words. Our actual results, performance or achievements
could be significantly different from the results expressed in or implied by these forward-looking statements. These statements
are subject to certain risks and uncertainties, including but not limited to certain risks described in any applicable prospectus
supplement or the documents incorporated by reference. When considering these forward-looking statements, you should keep in mind
these risks, uncertainties and other cautionary statements made in this prospectus and any applicable prospectus supplement. You
should not place undue reliance on any forward-looking statement, which speaks only as of the date made. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
You should refer to the “Risk Factors” section of this prospectus or our periodic and current reports filed with the
SEC for specific risks which could cause actual results to be significantly different from those expressed or implied by these
forward-looking statements.
The
“Risk Factors” section of this prospectus directs you to a description of the principal contingencies and uncertainties
to which we believe we are subject, which should be considered in evaluating any forward-looking statements contained or incorporated
by reference in this prospectus or in any prospectus supplement.
RISK
FACTORS
Investing
in our common shares involves risks. Before making an investment decision, you should carefully consider the risks described under
“Risk Factors” in the applicable prospectus supplement and in our most recent annual report on Form 20-F, and in our
updates, if any, to those risk factors in our Reports of Foreign Private Issuer on Form 6-K, together with all of the other information
appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light
of your particular investment objectives and financial circumstances. In addition to those risk factors, there may be additional
risks and uncertainties of which management is not aware or focused on or that management deems immaterial. Our business, financial
condition or results of operations could be materially adversely affected by any of these risks. The trading price of our securities
could decline due to any of these risks, and you may lose all or part of your investment.
OFFER
STATISTICS AND EXPECTED TIMETABLE
We
may sell from time to time pursuant to this prospectus (as may be detailed in prospectus supplements) an indeterminate number
of common shares as shall have a maximum aggregate offering price of $200,000,000. The actual per share price of the securities
that we will offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer (see “Plan
of Distribution” below).
USE
OF PROCEEDS
Except
as otherwise described in any prospectus supplement, we anticipate using the net proceeds from the sale of the common shares for
general corporate purposes.
CAPITALIZATION
Our
capitalization will be set forth in a prospectus supplement to this prospectus or in a Report of Foreign Private Issuer on Form
6-K subsequently furnished to the SEC and specifically incorporated herein by reference.
DESCRIPTION
OF COMMON SHARES
Since
August 2018, we are registered, and operate, under the provisions of the Companies Law (as revised) of the Cayman Islands, referred
to as the Cayman Companies Law, and our affairs are governed by our Memorandum of Association, or the Memorandum, and Articles
of Association, or the Articles, in addition to the Cayman Companies Law.
As
of the filing of the registration statement of which this prospectus forms a part, the authorized share capital of the Company
is seven hundred thousand Euro (€700,000) divided into seventy million (70,000,000) common shares with a par (nominal) value
of one Eurocent (€ 0.01) each. As at December 31, 2018, 2017 and 2016, we had 49,982,004, 49,758,434 and 49,035,951 common
shares outstanding, respectively, excluding, in each case, 2,328,296 common shares held in treasury. We have no preferred shares
authorized or outstanding.
The
following description of our common shares does not purport to be complete and is qualified in its entirety by reference to the
Memorandum and Articles, which serve as an exhibit to the registration statement of which this prospectus forms a part. In addition,
a table summarizing certain Cayman Islands corporate governance provisions, to which we are subject (and comparing them to the
corresponding provisions under Curacao law, to which we were subject until the August 2018 migration of our legal domicile to
the Cayman Islands) was annexed as
Appendix B
to the proxy statement for our 2017 annual general meeting of shareholders,
which was appended as Exhibit 99.1 to our Report of Foreign Private Issuer on
Form 6-K
furnished to the SEC on October 26, 2017.
Rights
and Preferences
. As of the filing of the registration statement of which this prospectus forms a part, the Company has authorized
share capital consisting solely of one class of shares of common stock— the common shares—of which seventy million
(70,000,000) shares are authorized. The rights and preferences of the holders of common shares are summarized below.
Common
Shares.
Holders of the common shares are entitled to one vote for each whole share on all matters to be voted upon by shareholders,
including the election of directors. Holders of the common shares do not have cumulative voting rights in the election of directors.
All common shares are equal to each other with respect to liquidation and dividend rights. Holders of the common shares are entitled
to receive dividends out of funds legally available under Cayman Islands law and the Articles. See “Dividend Policy”
below. Profits shall be distributed to all holders of common shares on a pro rata basis. In the event of the liquidation of the
Company, all assets available for distribution to the holders of the common shares are distributable among them according to their
respective holdings. Holders of the common shares have no preemptive rights to purchase any additional, unissued common shares.
Treasury shares (common shares which have been repurchased by, and which are held by, the Company) do not possess any of the foregoing
rights that accompany the ownership of our common shares.
Dividend
Policy
. Under the Cayman Companies Law, dividends may (subject to anything to the contrary in a company’s articles of
association) be declared and paid to shareholders out of (a) “profits” (which is not defined by the Cayman Companies
Law, but under applicable common law may include both retained earnings and realized and unrealized gains) and (b) “share
premium” (which represents the excess of the aggregate price paid to the Company for its total issued share capital over
the aggregate par or nominal value of its total issued share capital). The Cayman Companies Law limits distributions out of “share
premium” by requiring, as a prerequisite to any such distribution,
that a company
determine that it will be able to pay its debts as they fall due in the ordinary course of business
immediately
following
the date on which the dividend is proposed to be paid.
Our Articles are more restrictive than the Cayman Companies Law,
as they limit our ability to pay dividends
to the distribution of profits (as shown in our
approved profit and loss account), which must be reserved for distribution by the Board of Directors (in its discretion).
Unless
the Board of Directors resolves that a dividend shall be a final dividend, any dividend shall be deemed an interim dividend that
may be cancelled by the Board at any time before the date of payment.
Interim dividends
may also be declared and paid by the Board of Directors if (in its discretion) an interim dividend is deemed to be justified by
the anticipated profits of the Company.
Upon
review of our consolidated results of operations, financial condition, cash requirements, future prospects and other factors,
on January 15, 2013 and again on April 22, 2015, March 31, 2016, October 18, 2017 and September 20, 2018, our Board of Directors
determined, subject to shareholder approval (except in the case of the September 2018 dividend, for which shareholder approval
was not required), to declare and pay one-time cash interim dividends of $0.15, $0.15, $0.20, $0.20 and $0.20 per Common Share
(or $5.8 million, $7.2 million, $10.0 million, $9.8 million and $10.0 million, in the aggregate, respectively), which interim
dividends were paid on February 22, 2013, June 1, 2015, June 1, 2016, December 14, 2017 and October 30, 2018, respectively. Our
Board of Directors has not yet determined whether we will pay additional dividends in the future. Any determination in the future
to pay dividends will be dependent upon our financial condition and cash requirements, and other factors.
Changing
the Rights of the Shareholders
. Under the Cayman Companies Law and the Articles, certain matters are required to be approved
by a “Special Resolution” of the shareholders, which is a resolution approved by a supermajority of shareholders constituting
either (i) not less than two-thirds of votes cast (in person or by proxy) at a general meeting at which a quorum is present or
(ii) by unanimous written resolution. Under the Cayman Companies Law, the principal matters relevant to the Company that require
a Special Resolution are as follows: (a) amendments to the Memorandum or Articles; (b) change of name of the Company; (c) appointment
of inspectors for the purpose of examining the affairs of the Company; (d) placing the Company into voluntary or court-supervised
liquidation; (e) authorizing a statutory merger of the Company with one or more other companies in accordance with the Cayman
Companies Law; and (f) approving a reduction of share capital.
General
Meetings
. Under the Cayman Companies Law, there is no requirement to hold an annual general meeting, but a company may determine
to do so pursuant to its articles of association (and the Articles provide that the Company shall hold an annual general meeting
once in every calendar year). Annual general meetings may be held at such place as the Board of Directors determines, whether
within or outside the Cayman Islands. In the absence of specific provision in a company’s articles of association, the Cayman
Companies Law provides shareholders with only limited rights to require or convene a general meeting. However, our Articles provide
that shareholders holding at least 10% of the voting rights attached to the issued and outstanding common shares may require a
general meeting (and may convene such general meeting themselves if the Board of Directors has not proceeded to send a notice
to convene it within 14 days of receipt of any such requisition). The Cayman Companies Law does not specify a minimum attendance
threshold for a quorum at a general meeting of shareholders. Under the Articles, however, the presence, in person or by proxy,
of at least one or more holders of at least 50% of the voting rights attached to the issued and outstanding common shares constitutes
a quorum for the conduct of any business at a general meeting.
Limitations
on Ownership of Securities
. The Articles contain no limits on the right to own securities.
Change
of Control
. Other than the required approval of a statutory merger of the Company by a supermajority of shareholders, as described
under “
Changing the Rights of the Shareholders
” above, the Articles do not contain any provisions that would
prevent or delay a change of control of the Company. Except for specific rules that do not apply to the Company, there are no
rules or restrictions under the Cayman Islands’ Code on Takeovers and Mergers and Rules Governing Substantial Acquisitions
of Shares that govern the acquisition of all or a specified percentage of direct or indirect voting rights in the Company, or
the conduct of the directors of the Company following an actual or potential takeover or merger offer, nor are there any statutory
restrictions in respect of defensive mechanisms which the Board of Directors could employ in respect of actual or potential takeover
or merger offers.
Board
of Directors.
Under the Articles, the directors shall be elected at a General Meeting of Shareholders. The Board of Directors
shall be authorized to appoint directors to fill any vacancies and to appoint up to four additional directors, which appointment
shall be effective until the next General Meeting. Directors may be removed or suspended at any time by the General Meeting of
Shareholders. The number of persons constituting the whole Board of Directors shall be not less than three (3) nor more than twenty
four (24), as fixed and elected by the General Meeting of Shareholders, unless the Board of Directors appoints any additional
director or directors in between two General Meetings of Shareholders. The number of persons constituting the whole Board of Directors
shall, until changed at any succeeding General Meeting of Shareholders, be the number so fixed and elected (as may be increased
by those appointed). At any General Meeting of Shareholders at which action is taken to increase the number of directors constituting
the whole Board of Directors or to remove a director, or at any subsequent General Meeting of Shareholders, any vacancy or vacancies
created by such action may be filled.
The
Articles do not grant borrowing powers to individual directors; nor do they require directors to resign at a certain age or to
purchase a certain number of common shares.
Related
Party Transactions
. As a matter of Cayman Islands law, a director is under a general fiduciary duty to avoid conflicts of
interest. However, the articles of association of a Cayman Islands company may provide (the Articles so provide) that directors
may continue to participate and vote in respect of matters on which they are conflicted provided that the nature and extent of
such conflict has been disclosed to the other directors.
The
Cayman Companies Law does not contain provisions specifically regulating the entry into contracts with related parties such as
significant shareholders, directors, or their respective affiliates and other connected parties. However, in the event that any
payment obligation, transfer of property or grant of charge thereon is made to a related party that is also a creditor at a time
when the company is insolvent, the Cayman Companies Law provides that such transfer is deemed to be a preference and therefore
is invalid if it occurred within six months immediately preceding the commencement of a liquidation.
Transfer
Agent and Registrar.
The transfer agent and registrar for our common shares is American Stock Transfer & Trust Company,
LLC. Its address is 6201 15
th
Avenue, Brooklyn, NY 11219 and its telephone number at that location is (718) 921-8300.
Listing.
Our common shares are listed on the NASDAQ Capital Market and Tel-Aviv Stock Exchange under the trading symbol “SPNS.”
PLAN
OF DISTRIBUTION
Under
this prospectus, we may sell or distribute our common shares from time to time in one or more public or private transactions:
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directly
to one or more purchasers;
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in
“at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker
or into an existing trading market on an exchange or otherwise;
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through
a combination of any of the above; and
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via
any other method permitted pursuant to applicable law.
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Any
sale or distribution may be effected by us:
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at
market prices prevailing at the time of sale;
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at
varying prices determined at the time of sale; or
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at
negotiated or fixed prices.
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At
any time a particular offer of the common shares is made, a prospectus supplement, if required, will be distributed and set forth
the terms of each specific offering, including the name or names of any underwriters or agents, the purchase price of the common
shares and the proceeds to us from such sales or distribution, any delayed delivery arrangements, any underwriting discounts and
other items constituting underwriters’ compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers. Any initial public offering price and any discounts or concessions allowed or reallowed
or paid to dealers may be changed from time to time.
In
compliance with certain guidelines of the Financial Industry Regulatory Authority, or FINRA, with respect to shelf registration
statements, the maximum commission or discount to be received by any FINRA member or independent broker-dealer may not exceed
8% of the aggregate amount of securities offered pursuant to this prospectus and any applicable prospectus supplement.
In
addition, we may distribute the common shares as a dividend or in a rights offering to our existing security holders. In some
cases, we or dealers acting for us or on behalf of us may also repurchase the common shares and reoffer them to the public by
one or more of the methods described above.
Through
Underwriters
If
underwriters are used in a sale or distribution, the common shares will be acquired by the underwriters for their own account
and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The underwriters may sell or distribute the common shares in order
to facilitate transactions in any of our other securities (described in this prospectus or otherwise), including other public
or private transactions and short sales. The common shares may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more firms acting as underwriters. The underwriter or underwriters
with respect to a particular underwritten offering and, if an underwriting syndicate is used, the managing underwriter or underwriters
will be set forth on the cover of such prospectus supplement. Unless otherwise set forth in the prospectus supplement, the underwriters
will be obligated to purchase all the common shares if any are purchased.
During
and after an offering through underwriters, the underwriters may purchase and sell or distribute the common shares in the open
market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions
created in connection with the offering. The underwriters also may impose a penalty bid, under which selling concessions allowed
to syndicate members or other broker-dealers for the securities they sell or distribute for their account may be reclaimed by
the syndicate if the syndicate repurchases the securities in stabilizing or covering transactions. These activities may stabilize,
maintain or otherwise affect the market price of the securities then offered, which may be higher than the price that might otherwise
prevail in the open market, and, if commenced, may be discontinued at any time.
Through
Agents or to Dealers
We
may sell or distribute the common shares directly or through agents we designate from time to time. Unless otherwise indicated
in a prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment.
If
dealers are used in any of the sales or distribution of the common shares covered by this prospectus, we will sell those securities
to dealers as principals. The dealers may then resell the securities to the public at varying prices the dealers determine at
the time of resale.
Direct
Sales
We
may sell or distribute the common shares directly to institutional investors or others who may be deemed to be underwriters within
the meaning of the Securities Act with respect to any sale thereof.
Delayed
Delivery
If
so indicated in a prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types
of institutions to purchase the common shares from us at the public offering price set forth in the prospectus supplement pursuant
to delayed delivery contracts providing for payment and delivery on a specified date in the future. These contracts will be subject
only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable
for solicitation of such contracts.
Derivative
Transactions and Hedging
We
and the underwriters may engage in derivative transactions involving the common shares. These derivatives may consist of short
sale transactions and other hedging activities. The underwriters may acquire a long or short position in the securities, hold
or resell securities acquired and purchase options or futures on the securities and other derivative instruments with returns
linked to or related to changes in the price of the securities. In order to facilitate these derivative transactions, we may enter
into security lending or repurchase agreements with the underwriters. The underwriters may effect the derivative transactions
through sales or distributions of the securities to the public, including short sales, or by lending the securities in order to
facilitate short sale transactions by others. The underwriters may also use the securities purchased or borrowed from us or others
(or, in the case of derivatives, securities received from us in settlement of those derivatives) to directly or indirectly settle
sales of the securities or close out any related open borrowings of the securities.
Loans
of Securities
We
may loan or pledge the common shares to a financial institution or other third party that in turn may sell the securities using
this prospectus and an applicable prospectus supplement.
General
Agents,
dealers and direct purchasers that participate in the distribution of the offered securities may be underwriters as defined in
the Securities Act and any discounts or commissions they receive from us and any profit on the resale of the offered securities
by them may be treated as underwriting discounts and commissions under the Securities Act. Agents, dealers and underwriters may
be entitled under agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities
under the Securities Act, or to contribution with respect to payments which such agents, dealers or underwriters may be required
to make in respect thereof. Agents, dealers and underwriters may be customers of, engage in transactions with, or perform services
on our behalf.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form F-3, of which this prospectus is part, with respect to the common shares
we may offer. This prospectus and any accompanying prospectus supplement do not contain all the information contained in the registration
statement, including its exhibits and schedules. You should refer to the registration statement, including the exhibits and schedules,
for further information about us and the common shares we may offer. Statements we make in this prospectus and any accompanying
prospectus supplement about certain contracts or other documents are not necessarily complete. When we make such statements, we
refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement, because those
statements are qualified in all respects by reference to those exhibits. The registration statement, including exhibits and schedules,
is on file at the office of the SEC and may be inspected without charge.
We
are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are
required to file annual and special reports and other information with the SEC. As a foreign private issuer, we are exempt from
the rules under the Exchange Act prescribing the furnishing and content of proxy statements and our officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange
Act.
Information
filed with the SEC by us can be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Section of the SEC at
prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained
by calling the SEC at 1-800-SEC-0330.
The
SEC also maintains a website that contains reports, proxy and information statements and other information about issuers, such
as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
INCORPORATION
BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with, or furnish
to, it. This means that we can disclose important information to you by referring you to those documents. Each document incorporated
by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create
any implication that there has been no change in our affairs since the date thereof or that the information contained therein
is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part of this
prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated
by reference by making future filings with, or submissions to, the SEC, the information incorporated by reference in this prospectus
is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information
contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the information
contained in the document that was filed or furnished later.
We
incorporate by reference the documents listed below:
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our
Annual Report on
Form 20-F
(SEC File No. 000-20181) for the fiscal year ended December 31, 2018, filed with the SEC on March 27,
2019;
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our
Report of Foreign Private Issuer on
Form 6-K
(SEC File No. 000-20181) furnished to the SEC on May 6, 2019 (including, exclusively,
our GAAP financial statements as of, and for the quarter ended, March 31, 2019, that are appended to Exhibit 99.1 thereto);
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the
description of our common shares set forth in our Registration Statement on Form 8-A filed with the Commission on May 7, 1992,
as amended by Amendment No. 1 thereto, filed with the Commission on May 26, 1992, as the same may be amended further from time
to time; and
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with
respect to each offering of common shares under this prospectus, each subsequent report on Form 20-F and each Report of Foreign
Private Issuer on Form 6-K that indicates that it is being incorporated by reference, in each case, that we file with or furnish
to the SEC on or after the date on which the registration statement is first filed with the SEC and until the termination or completion
of that offering under this prospectus.
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Unless
expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished
to, but not filed with, the SEC. Copies of all documents incorporated by reference in this prospectus, other than exhibits to
those documents unless such exhibits are specially incorporated by reference in this prospectus, will be provided at no cost to
each person, including any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person
made to:
Sapiens
International Corporation N.V.
Azrieli
Center, 26 Harokmim St.
Holon,
Israel 5885800
Attention:
Legal Department
Tel:
+972-3-790-2000
ENFORCEMENT
OF CIVIL LIABILITIES
We
are registered under the laws of the Cayman Islands and our managing directors reside outside the United States, and substantially
all of our assets are located outside of the United States. As a result, it may not be possible to effect service of process within
the United States on us or any such person or to enforce against us or any such person judgments obtained in United States courts
predicated upon the civil liability provisions of the federal securities laws of the United States. However, we may be served
with process in the United States with respect to actions against us arising out of, or in connection with, violations of U.S.
federal securities laws related to transactions covered by this prospectus by serving Sapiens Americas Corporation, our U.S. affiliate
that has been irrevocably appointed for that purpose.
Carey
Olsen Cayman Limited, or Carey Olsen, our Cayman Islands counsel, has advised us that although there is no statutory enforcement
in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce
a foreign judgment of a court of competent jurisdiction provided that such judgment is: (i) final (and not subject to appeal)
and for a liquidated sum; (ii) is not of a public, revenue or penal nature; (iii) is not barred under laws relating to the prescription
and limitation of actions; (iv) is not inconsistent with a Cayman Islands judgment in respect of the same matters; and (v) was
not obtained in a manner which is contrary to the public policy of the Cayman Islands or by fraud or in proceedings contrary to
natural justice. It is doubtful that the courts of the Cayman Islands will, in an original action in the Cayman Islands, recognize
or enforce judgments of U.S. courts predicated upon the civil liability provisions of the securities laws of the United States
or any state of the United States, on the grounds that such provisions are penal in nature.
A
Cayman Islands court may stay proceedings if concurrent proceedings are being brought elsewhere.
LEGAL
MATTERS
The
validity of our common shares will be passed upon by Carey Olsen, our Cayman Islands counsel.
EXPERTS
Our
consolidated financial statements as of December 31, 2018 and 2017 and for each of the three years ended December 31, 2018, and
the effectiveness of our internal control over financial reporting as of December 31, 2018, incorporated in this prospectus by
reference to our annual report on
Form 20-F
for the year ended December 31, 2018, have been audited by Kost Forer Gabbay &
Kasierer (a member of Ernst & Young Global), an independent registered public accounting firm, as stated in their reports,
incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon
such report, given on the authority of such firm as experts in accounting and auditing.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
8. Indemnification of Directors and Officers
Under
the Cayman Companies Law, a Cayman Islands company may include a provision in its articles of association (and may in addition
enter into a separate contractual arrangement with a director) indemnifying a director against all losses and costs suffered by
such director as a consequence of performance of his or her role as such, and exculpating a director from any liability to the
company itself, including in circumstances where such director is in breach of his or her duties (provided that there has been
no willful neglect, willful default, fraud, dishonesty or criminal act on the part of the director). A Cayman Islands company
may also purchase insurance for directors and certain other officers against liability incurred as a result of any negligence,
default, breach of duty or breach of trust in relation to the company. Our Articles allow us to extend indemnities to directors,
as described below.
Article
XI of our Articles provides as follows:
“11.1
To the maximum extent permitted by law, the Company, by determination of the Board of Directors, shall have the power to indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of
the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or entity
against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the Company, and with request to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company,
and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
11.2
To the maximum extent permitted by law, the Company, by determination of the Board of Directors, shall have the power to indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by
or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise or entity against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been finally adjudged to be liable to the company for improper conduct unless and only to the
extent that the court in which such action or suit was brought or any other court having appropriate jurisdiction shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses, judgments, fines and amounts paid in settlement which the court
in which the action or suit was brought or such other court having appropriate jurisdiction shall deem proper.
11.3
To the extent that a director, officer, employee or agent of the Company has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in this Article XI, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.
11.4
Any indemnification under this Article XI (unless ordered by a court) shall be made by the Company only as authorized by contract
approved, or by-laws, resolution or other action adopted or taken, by the Board of Directors or by the shareholders.
11.5
Expenses incurred in defending a civil or criminal action, suit or proceeding will be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee
or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as
authorized by this Article XI.
11.6
The indemnification and advancement of expenses provided by or granted pursuant to the other paragraphs of this Article XI shall
not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled
under any law, by-law, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
11.7
The Company, by determination of the Board of Directors, shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or
not the Company would have the power to indemnify him against such liability under the provisions of this Article XI.
11.8
For purpose of this Article XI, reference to the Company shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify his Directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this Article XI with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its separate existence had continued.”
Pursuant
to the aforesaid allowances under Article XI of our Articles, we have entered into indemnification agreements with our executive
officers and directors. The amount of indemnification that we provide to our executive officers under these agreements is not
specifically limited.
Any
underwriting agreement that we may enter into in connection with an offering of common shares pursuant to this registration statement
may include provisions providing that the underwriters are obligated, under certain circumstances, to indemnify the directors,
certain officers and the controlling persons of Sapiens against certain liabilities under the Securities Act.
We
also maintain directors’ and officers’ liability insurance to insure such persons against certain liabilities, which
includes coverage for liability under the federal securities laws.
Item
9. Exhibits
EXHIBIT
INDEX
|
*
|
To
be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Report of Foreign Private
Issuer on Form 6-K to be furnished or filed under the Exchange Act and incorporated herein by reference.
|
Item
10. Undertakings
|
(A)
|
The
undersigned registrant hereby undertakes:
|
|
(1)
|
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
to
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
to
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or any decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
|
(iii)
|
to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
|
provided,
however
, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
|
|
(4)
|
To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form
20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished,
provided
, that the registrant includes
in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and
other information necessary to ensure that all other information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or
Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished
to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Form F-3.
|
|
(5)
|
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
|
(i)
|
each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
|
|
(ii)
|
each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however
, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
|
|
(6)
|
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities:
|
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
|
(i)
|
any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
|
|
(ii)
|
any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
|
|
(iii)
|
the
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
|
|
(iv)
|
any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
(B)
|
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
|
(C)
|
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise the registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Holon, Israel on July 11, 2019.
|
Sapiens
International Corporation N.V.
|
|
|
|
|
By:
|
/s/
Roni Al Dor
|
|
Name:
|
Roni
Al Dor
|
|
Title:
|
Chief
Executive Officer
|
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities
indicated on July 11, 2019.
KNOW
ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Roni Al Dor and Roni Giladi,
severally, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation,
for such person and in such person’s name, place and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any registration statement filed pursuant to Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and to file the same with all exhibits thereto, and other documents in connection
therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done provided two of the above-listed attorneys-in-fact act together on behalf of
such person, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or any substitute or substitutes, may lawfully do or cause to be done by virtues hereof.
Signature
|
|
Title
|
|
|
|
/s/ Guy Bernstein
|
|
|
Guy Bernstein
|
|
Chairman of the Board
|
|
|
|
/s/ Roni Al Dor
|
|
Director and Chief Executive Officer
|
Roni Al Dor
|
|
(Principal executive
officer)
|
|
|
|
/s/ Roni Giladi
|
|
Chief Financial Officer
|
Roni Giladi
|
|
(Principal financial
and accounting officer)
|
|
|
|
/s/ Naamit Salomon
|
|
|
Naamit Salomon
|
|
Director
|
|
|
|
/s/ Yacov Elinav
|
|
|
Yacov Elinav
|
|
Director
|
|
|
|
/s/ Uzi Netanel
|
|
|
Uzi Netanel
|
|
Director
|
|
|
|
/s/ Eyal Ben Chlouche
|
|
|
Eyal Ben Chlouche
|
|
Director
|
|
|
|
Sapiens Americas Corporation
|
|
Authorized Representative in the United States
|
|
|
|
By:
|
/s/ Gina Rubendall
|
|
|
Name:
|
Gina Rubendall
|
|
|
Title:
|
Director of Administration and Finance
|
|
|
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