SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.__)

Filed by the Registrant	ý
Filed by a Party other than the Registrant	¨

Check the appropriate box:

¨           Preliminary Proxy Statement

¨           Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨           Definitive Proxy Statement

¨           Definitive Additional Materials

ý           Soliciting Material Pursuant to § 240.14a-12

BluePhoenix Solutions Ltd. 

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

ý           No fee required.

¨           Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1. Title of each class of securities to which transaction applies:

2. Aggregate number of securities to which transaction applies:

3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

4. Proposed maximum aggregate value of transaction:

5. Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

6. Amount Previously Paid:

7. Form, Schedule or Registration Statement No.:

8. Filing Party:

9. Date Filed:

BluePhoenix Solutions Ltd. Notice ofAnnual General Meeting of Shareholders

To BeHeld onNovember 18,2014 

SEATTLE, Oct. 14,2014 (GLOBE NEWSWIRE) --Notice is hereby given that the2014Annual General Meeting of Shareholders (the "Annual Meeting") of BluePhoenix Solutions Ltd. ("BluePhoenix," the "Company," "we" or "us") will be held at our offices located at 601 Union Street, Suite 4616, Seattle, Washington, 98101 on November 18, 2014 at 9:00 a.m. local time for the following purposes:

1. To approve the merger agreement (including all other transactions contemplated therein) byand among the Company, Modern Systems Corporation (f/k/a BluePhoenix Solutions USA,Inc.), BP-AT Acquisition Corporation, Sophisticated Business Systems, Inc., ("Ateras"), the Ateras stockholders and Scott Miller (the "Merger Agreement" and the "Merger," respectively).

2. Subject toand conditional uponthe approval ofProposal No. 1and the closing ofthe Merger, toapprove anincrease ofthe authorized share capital ofthe Company from 17,500,000 to 25,000,000 and a corresponding amendment to the Company's Articles of Association.

3. Subject toand conditional uponthe approval ofProposal No. 1and the closing ofthe Merger, toapprove agrant ofpreemptive rights tocertain Ateras shareholders inconnection with the Merger and a corresponding amendment to the Company's Articles of Association enabling the grant of such preemptive rights.

4. To change the name ofthe Company from BluePhoenix Solutions Ltd. toModern Systems International, ModSys International or such similar name approved by the Israeli Companies' Registrar and toapprove anamendment tothe Company's Memorandum of Association and Articles of Association effecting the same.

5. To elect (a) Mel Keating, (b) Tom Jurewicz, (c) Harel Kodesh and, subject toand conditional upon the approval of Proposal No. 1 and the closing of the Merger, (d) Scott Miller to the Board of Directors to serve until the next annual meeting.

6. To elect Brian Crynes toserve asan outside director ofthe Company for anadditional three-year term.

7. To approve the terms ofa waiver tothe purchase agreement executed between Prescott Group Aggressive Small Cap Master Fund, G.P. and the Company dated as of November 25, 2013.

8. To appoint BDO Ziv Haft asour independent auditor for the period beginning onthe date of the Annual Meeting and ending on the date of our next annual general meeting of shareholders.

9. To approve the Company's 2007Award Plan, as amended, toincrease the aggregate number ofordinary shares authorized for issuance under the plan to 2,000,000 ordinary shares.

10. To approve, onan advisory basis, the compensation ofthe Company's named executive officers.

11. To indicate, onan advisory basis, the preferred frequency ofshareholder advisory votes on the compensation ofthe Company's named executive officers.

12. To receive and consider the Consolidated Financial Statements ofthe Company for the year ended December 31, 2013.

The record date fortheAnnual Meeting isOctober 20,2014. Only shareholders ofrecord atthe close ofbusiness onthat date may vote atthe meeting or any adjournment thereof.

Full information of the items above andtheproposed resolutions, including regarding the number of votes required toapprove eachresolution areavailable inthe Company's Proxy Statement tobe filed with theSecurities andExchange Commission ("SEC").

By Order of the Board ofDirectors,

/s/ Matt Bell
Matt Bell

Chief Executive Officer

Seattle, Washington October 14,2014

Where YouCanFind More Information 

The above notice maybedeemed tobe solicitation material inrespect ofthe proposed merger of Ateras andModern Systems Corporation (f/k/a BluePhoenix Solutions USA,Inc.), anindirect, wholly-owned subsidiary of BluePhoenix. This notice should not be read alone, but should instead be read in conjunction with the other information regarding thecompanies and the merger with Ateras that will be contained in, or incorporated by reference into, the proxy statement that BluePhoenix willbe filing in connection with shareholder approval of the merger with Ateras, aswell asin theForms 10-K, Forms 10-Q and other filings that BluePhoenix makes with theSecurities andExchange Commission ("SEC "). The proxy statement willbe mailed or otherwise made available to shareholders and shareholders and investors willbe able to obtain theproxy statement free of charge when it becomes available at www.sec.gov and http://bphx.com/our-company/investor-info/. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Participants inSolicitation 

The directors andexecutive officers ofBluePhoenix andother persons maybedeemed tobe participants in the solicitation of proxies in respect of the proposed transaction. Information regarding BluePhoenix's directors and executive officers is available in its proxy statement filed with the SEC byBluePhoenix onNovember 22,2013. Other information regarding the participants inthe proxy solicitation and adescription oftheir direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials regarding the merger with Ateras to be filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.

CONTACT: Rick Rinaldo, Chief Financial Officer

BluePhoenix Solutions Ltd

206-395-4152