-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C+YAwmEbVVU7XmeMzaXc6qqBWChpzSLxHSQFl1qeSuMeM69fdTYnakB8nhAMHTmk QagGy3drnW8FiZmUvAoxKw== 0001178913-04-001556.txt : 20041122 0001178913-04-001556.hdr.sgml : 20041122 20041122061847 ACCESSION NUMBER: 0001178913-04-001556 CONFORMED SUBMISSION TYPE: 20-F/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20041122 DATE AS OF CHANGE: 20041122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: G WILLI FOOD INTERNATIONAL LTD CENTRAL INDEX KEY: 0001030997 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29256 FILM NUMBER: 041159253 BUSINESS ADDRESS: STREET 1: 24 HAMETSUDA ST INDUSTRIAL ZONE CITY: AZUR ISRAEL STATE: L3 ZIP: 58001 20-F/A 1 zk41145.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A AMENDMENT NO. 1 [_] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ______________ COMMISSION FILE NO. 0-29256 G. WILLI-FOOD INTERNATIONAL LTD. (Exact name of Registrant as specified in its charter and translation of Registrant's name into English) ISRAEL (Jurisdiction of incorporation or organization) 3 NAHAL SNIR ST., NORTHERN INDUSTRIAL ZONE, YAVNE, 81224, ISRAEL (Address of principal executive offices) SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: ORDINARY SHARES, NIS 0.10 PAR VALUE PER SHARE (TITLE OF CLASS) 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 issuer's classes of capital or common stock as of the close of the period covered by the Annual Report: As of December 31, 2002, the registrant had outstanding 4,277,500 ordinary shares, NIS 0.10 nominal value per share. 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: Yes [X] No [_] Indicate by check mark which financial statement item the Registrant has elected to follow: Item 17. [X] Item 18.[_] PART III EXPLANATORY NOTE This Form 20-F/A is being filed solely to amend the Annual Report on Form 20-F for the fiscal year ended December 31, 2002, filed by G. Willi-Food International Ltd. (the "Registrant") on June 30, 2003 (the "Form 20-F"), in the following way: o to include a consent to incorporate by reference in the registration statement on Form F-3 (File No. 333-11848) the Report of Independent Public Accountants dated March 31, 2003 relating to the audit of the Registrant's consolidated balance sheets at December 31, 2002 and 2001 and the related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2002. Except for the above amendment, no changes have been made to the exhibits of the Registrant as contained in the Form 20-F, and the balance of Item 19 of the Form 20-F is hereby incorporated by reference. This Form 20-F/A consists of a cover page, this explanatory note, Item 19 (as amended) of the Form 20-F, the signature page, the consent of independent public accountants described herein, and the required certifications of the principal executive officer and the principal financial officer of the Registrant. Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in the Form 20-F or reflect any events that have occurred after the Form 20-F was filed. ITEM 19. EXHIBITS
EXHIBIT NUMBER DESCRIPTION 12.1 Certification of CEO of the Company pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 12.2 Certification of CFO of the Company pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 14.1 Consent of Brightman Almagor & Co., a member of Deloitte Touche Tohmatsu*
- ---------- * Filed herewith. Page 2 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. G. WILLI-FOOD INTERNATIONAL LTD. By: /s/ Joseph Williger ----------------------- Joseph Williger Chief Executive Officer Date: November 21, 2004 Page 3 EXHIBIT INDEX 12.1 Certification of CEO of the Company pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 12.2 Certification of CFO of the Company pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 14.1 Consent of Brightman Almagor & Co., a member of Deloitte Touche Tohmatsu* - ---------- * Filed herewith. EX-99 2 exhibit_12-1.txt EXHIBIT 12.1 CERTIFICATION I, Joseph Williger , certify that : 1. I have reviewed this amendment to annual report on Form 20-F of G. Willi-Food International Ltd.; and 2. Based on my knowledge, this amendment to report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. Date: November 21, 2004 By: /s/ Joseph Williger ----------------------- Joseph Williger Chief Executive Officer EX-99 3 exhibit_12-2.txt EXHIBIT 12.2 CERTIFICATION I, Gil Hochboim, certify that: 1. I have reviewed this amendment to annual report on Form 20-F of G. Willi-Food International Ltd.; and 2. Based on my knowledge, this amendment to report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. Date: November 21, 2004 By: /s/ Gil Hochboim ----------------------- Gil Hochboim Chief Financial Officer EX-99 4 exhibit_14-1.txt EXHIBIT 14.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation in the Registration Statement on Form F-3 of G. Willi-Food International Ltd. (the "Company") dated April 13, 2000, of our report dated March 31, 2003 relating to our audit of the Company's consolidated balance sheets as at December 31, 2002 and 2001 and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years ended December 31, 2002, 2001 and 2000, and to the reference in the Registration Statement to our firm under the heading "Experts". Brightman Almagor & Co. Certified Public Accountants (Isr.) A member of Deloitte Touche Tohmatsu Tel- Aviv, November 21, 2004. -----END PRIVACY-ENHANCED MESSAGE-----