-----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, Loarvqg6fw5eeNcYlt6gsknssbHcwSKMiVB2Vu8OJGnX/8+dSY7zhNU8Z+aETq5L 79eY2w1ms9M4DZwA5dNbKg== 0000950130-01-505701.txt : 20020412 0000950130-01-505701.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950130-01-505701 CONFORMED SUBMISSION TYPE: F-3MEF PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011129 EFFECTIVENESS DATE: 20011129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IIS INTELLIGENT INFORMATION SYSTEMS LTD CENTRAL INDEX KEY: 0000742358 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-74144 FILM NUMBER: 1802040 BUSINESS ADDRESS: STREET 1: 33 JABOTINSKY ST STREET 2: RAMAF GAN ISREAL BUSINESS PHONE: 9724892077 MAIL ADDRESS: STREET 1: 33 JABOTINSKY STREET STREET 2: RAMAF GAN ISRAEL CITY: RAMAF GAN STATE: L3 ZIP: 00000 F-3MEF 1 df3mef.txt FORM F-3 As filed with the Securities and Exchange Commission on November 29, 2001. Registration Statement No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED (Exact name of Registrant as specified in its Charter and Translation of Registrant's Name into English) Israel None (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 33 Jabotinsky Street Ramat Gan, Israel 972-3-751-0007 (Address and Telephone Number of Registrant's Principal Executive Offices) Brown Raysman Millstein Felder & Steiner LLP 900 Third Avenue New York, New York 10022 Attention: David M. Warburg, Esq. (Name, Address and Telephone Number of Agent for Service) Copies of all communications to be sent to: DAVID M. WARBURG, ESQ. IAN ROSTOWSKY, ADV. Brown Raysman Millstein Felder & Steiner LLP Efrati, Galili & Co. 900 Third Avenue 6 Wissotsky Street New York, New York 10022 Tel Aviv, 62338, Israel Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [X] Registration Statement ---------------------- No.333-59548 - ------------ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] _____________ ================================================================================ CALCULATION OF REGISTRATION FEE
========================================================================================================= Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount Of Title of Shares To Be Price Offering Registration To Be Registered Registered Per Unit/1/ Price/1/ Fee - --------------------------------------------------------------------------------------------------------- Ordinary Shares, par value NIS 497,465/2/ $1.11 $552,186.15 $138.05 0.003 per share =========================================================================================================
______________ /1/ Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) based on the average of the high and low reported sales price on the Nasdaq SmallCap Market on November 21, 2001. /2/ Represents 497,465 additional shares to be registered pursuant to Rule 462(b) and in connection with the earlier effective registration statement for the same offering on Registration Statement No. 333-59548. Explanatory Note This registration statement is being filed pursuant to Rule 462(b) ("Rule 462(b)") under the Securities Act of 1933, as amended (the "Securities Act"), and includes the registration statement facing page, this page, the signature page, an exhibit index, a legal opinion and related consent and accountant's consent. Pursuant to Rule 462(b), the contents of the Registration Statement on Form F-3 (File No. 333-59548) of I.I.S. Intelligent Information Systems Ltd. (the "Company") declared effective by the Securities and Exchange Commission (the "Commission") on May 18, 2001, including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto, are incorporated by reference into this registration statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 the City of Ramat Gan, State of Israel, on the 28th day of November, 2001. I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED By: /s/ Robi Hartman -------------------------------- Robi Hartman Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Robi Hartman (with full power to him to act alone) his true and lawful attorney-in-fact, with power of substitution and resubstitution, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) and supplements to this Registration Statement and any subsequent registration statement relating to the offering contemplated by such Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Robi Hartman Chairman of the Board, November 28, 2001 - ------------------------------------ Chief Executive Officer and Robi Hartman Acting Chief Financial Officer (Principal Executive, Financial and Accounting Officer) /s/ David Rubner Director November 28, 2001 - ------------------------------------ David Rubner Director - ------------------------------------ Moshe Kahn
/s/ Jonathan Nativ Director November 28, 2001 - ------------------------------------ Jonathan Nativ /s/ Aharon Jacobowitz Director November 28, 2001 - ------------------------------------ Aharon Jacobowitz /s/ Yael Ilan Director November 28, 2001 - ------------------------------------ Yael Ilan Director - ------------------------------------ Gideon Marks
Authorized Representative in the United States: IIS, Inc. By: /s/ Robi Hartman November 28, 2001 -------------------------------- Name: Robi Hartman Title: Authorized Signatory Index of Exhibits to Registration Statement on Form F-3 of I.I.S. Intelligent Information Systems Limited 5.1 Opinion of Efrati, Galili & Co. 23.1 Consent of Kost Forer and Gabbay to the use and incorporation by reference of their report on the consolidated financial statements of the Registrant for each of the three years ended December 31, 2000. 23.2 Consent of Efrati, Galili & Co. (contained in its opinion filed as Exhibit 5.1 hereto). 24 Power of Attorney. EX-5.1 3 dex51.txt OPINION OF EFRATI, GALILI & CO Exhibit 5.1 [LETTERHEAD OF EFRATI, GALILI & CO.] November 28, 2001 I.I.S. Intelligent Information Systems Ltd. Twins One Bldg 33 Jabotinsky Street Ramat Gan 52511 Israel - ------ Dear Sirs, Re: I.I.S. Intelligent Information Systems Ltd. - Registration Statement on Form ---------------------------------------------------------------------------- F-3 --- We have acted as Israeli counsel for I.I.S. Intelligent Information Systems Ltd., an Israeli corporation (the "Company"), in connection with the preparation and filing under the United States Securities Act of 1933, as amended of a registration statement on Form F-3 (the "Registration Statement") filed with the Securities and Exchange Commission in connection with 497,465 Ordinary Shares NIS 0.003 par value each (the "Shares") to be issued in connection with the conversion of convertible debentures issued by the Company (the "Debentures"). You have asked us to render our opinion as to the matters hereinafter set forth. [LETTERHEAD OF EFRATI, GALILI & CO.] We have examined originals and copies, certified or otherwise identified to our satisfaction, of all such agreements, certificates and other statements of corporate officers and other representatives of the Company and other documents as we have deemed necessary as a basis for this opinion. In our examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies. We have, when relevant facts material to our opinion were not independently established by us, relied to the extent we deemed such reliance proper upon written or oral statements of officers and other representatives of the Company. In giving the opinion expressed herein, no opinion is expressed as to the laws of any jurisdiction other than the State of Israel. Based upon and subject to the foregoing, we are of the opinion that the Shares to be issued have been duly authorized for issuance and, upon conversion in accordance with the terms of the Debentures, will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to our name under the heading "Legal Matters" in the Registration Statement. Very truly yours, /s/ Efrati, Galili & Co. Efrati, Galili & Co. -2- EX-23.1 4 dex231.txt CONSENT OF KOST FORER AND GABBAY Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS ------------------------------- We consent to the incorporation by reference in the Registration Statement on Form F-3 of I.I.S. Intelligent Information Systems Ltd. for the registration of 497,465 shares of its Ordinary Shares of our report dated March 11, 2001, with respect to the consolidated financial statements of I.I.S Intelligent Information Systems Ltd. included in its Annual Report on Form 20-F for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Kost, Forer & Gabbay Tel-Aviv, Israel KOST, FORER & GABBAY November 28, 2001 A member of Ernst & Young International EX-24 5 dex24.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Robi Hartman (with full power to him to act alone) his true and lawful attorney-in-fact, with power of substitution and resubstitution, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) and supplements to this Registration Statement and any subsequent registration statement relating to the offering contemplated by such Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Robi Hartman Chairman of the Board, November 28, 2001 - ------------------------------------ Chief Executive Officer and Robi Hartman Acting Chief Financial Officer (Principal Executive, Financial and Accounting Officer) /s/ David Rubner Director November 28, 2001 - ------------------------------------ David Rubner - ------------------------------------ Director Moshe Kahn /s/ Jonathan Nativ Director November 28, 2001 - ------------------------------------ Jonathan Nativ /s/ Aharon Jacobowitz Director November 28, 2001 - ------------------------------------ Aharon Jacobowitz /s/ Yael Ilan Director November 28, 2001 - ------------------------------------ Yael Ilan - ------------------------------------ Director Gideon Marks
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