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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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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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JACADA LTD.
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By:
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/s/ Caroline Cronin | |
Caroline Cronin | |||
Chief Financial Officer
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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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1.
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I have reviewed this annual report on Form 20-F/A of Jacada Ltd.;
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2.
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Based on my knowledge, this 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;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
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4.
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The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
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5.
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The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
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By /s/Gideon Hollander
Gideon Hollander
Chief Executive Officer
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1.
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I have reviewed this annual report on Form 20-F/A of Jacada Ltd.;
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2.
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Based on my knowledge, this 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;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
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4.
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The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
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5.
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The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
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By /s/ Caroline Cronin
Caroline Cronin
Chief Financial Officer
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