RNS Number:6267Z
F.T.S-Formula Telecom Solutions Ltd
04 July 2007
F.T.S. - Formula Telecom Solutions Ltd
Notice of Annual General Meeting
London, UK |July 4, 2007: F.T.S. - Formula Telecom Solutions Ltd. (LSE: FTS), a
global provider of Business Control, and infrastructure software solutions for
communications service providers, has today posted to shareholders notice of a
General Meeting of shareholders to be held on August 16, 2007, a copy of which
is presented below.
For further information please contact:
Sonus PR for FTS
Patrick Smith, Tel. +44 20 7851 4890, patrick.smith@sonuspr.com
FTS
Moshe Peterfreund, Tel. +972-9-952-6536, press@fts-soft.com
Seymour Pierce Limited
Mark Percy, Tel. +44 (0)20 7107 8000
F.T.S FORMULA TELECOM SOLUTIONS LTD.
8 Maskit Street Herzliya 46120 Israel
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
To be held on August 16, 2007
Dear Shareholder,
Notice is hereby given for the annuals (for the years 2005 and 2006) and special
meetings of the shareholders of F.T.S Formula Telecom Solutions Ltd. ("FTS" or
the "Company") that will be held on August 16, 2007, at 12:30 p.m. local time,
at Company's headquarters located at 8 Maskit Street, Herzliya 46120, Israel,
for the purposes set forth herein.
GENERAL CORPORATE PROVISIONS REGARDING THE MEETING
1. MEETING, DATE AND PLACE
The special general meeting of the shareholders will take place the Company's
headquarters located at 8 Maskit Street, Herzliya 46120, Israel, on August 16,
2007, at 12:30 p.m. local time.
2. AGENDA, PROPOSED RESOLUTION
On the agenda the following proposed resolutions:
2.1. Item 1: To discuss the Company's audited annual financial statements for
the years ended on December 31, 2005 and December 31, 2006;
2.2. Item 2: To elect and ratify the election of all current (five) directors
(excluding "external directors") to the board of directors of the Company; (It
is proposed that at the meeting the following resolution shall be adopted): "
Resolved that each of Mr. Dan Goldstein, Mr. Ronnen Yitzhak, Mr. Amos Sivan, Mr.
Eliyahu Shushan and Mr. John Robert Camber Porter, be elected to serve as a
member of the board of directors of the Company until the next annual general
meeting of the Company effective immediately"
2.3. Item 3: To re-appoint the Company's independent auditors and to authorize
the board of directors to fix and/or ratified their remuneration; (It is
proposed that at the meeting the following resolution shall be adopted) "
Resolved that Ziv and Haft CPA, a member of the BDO global, be reappointed as
the independent auditors of the Company effective as of August 2005 and until
the next annual general meeting of the Company and that the board of directors
of the Company be authorized to fix their remuneration in accordance with the
amount and nature of their services or to delegate such power to the audit
committee of the Company".
2.4. Item 4: To approve the grant of options to purchase Company's ordinary
shares to Mr. John Porter and Mr. Eliyahu Shushan, the Company's non executive
directors; (It is proposed that at the meeting the following resolution shall be
adopted):"Resolved that the proposed grant of options to the non executive
directors, Mr. Porter and Mr. Shushan, as set in Item 4 hereunder, be, and the
same hereby is approved".
2.5. Item 5: To approve the employment terms of the Company's Chief executive
officer, Mr. Amos Sivan pursuant a new Employment agreement effective as of July
1, 2007; (It is proposed that at the meeting the following resolution shall be
adopted) "Resolved that the employment agreement which its principles are
described in item 5 hereunder, be, and the same hereby is approved and will be
executed immediately following this meeting"
2.6. Item 6: To re-approve the coverage of the liability of all members of the
board of directors of the Company and its executive officers under the Previous
Policy (as defined hereunder) and to approve the New Policy (as defined
hereunder) for the coverage of directors and officers liability, in accordance
with the Israeli companies regulations (It is proposed that at the meeting the
following resolution shall be adopted) "Resolved to approve the purchase of a
insurance policy for the coverage of directors and officers liability for the
period between August 14, 2006 and ending on August 13, 2007 ("Previous Policy")
and for the period between August 14, 2007 and ending on August 13, 2008 ("New
Policy") as described in item 6 hereunder, be, and the same hereby is approved
and will be executed immediately following this meeting"
3. BACKGROUND
ITEM 1
CONSIDERATION OF THE ANNUAL FINANCIAL STATEMENTS
The Company's audited annual financial statements for the years ended on
December 31, 2005 and December 31, 2006 are included in the Company's annual
results which were published as regulatory announcements on the RNS on March 31,
2005 and March 5, 2007 respectively. These annual results are also available on
the Company's website at www.fts-soft.com. You may read and copy this report
without charge at our website. These report(s) are not part of issues included
in the proxy card. The Company will hold a discussion with respect to the
financial statements at the Meeting.
ITEM 2
ELECTION OF DIRECTORS
Under the Company's articles of association, the board of directors shall
consist of such number of Directors (not less than four (4) nor more than eleven
(11)) as may be determined by Shareholder Resolution of the Company. Directors
of the Company (other than external directors) are elected at each annual
general meeting of shareholders. At the meeting, shareholders will be asked to
elect five (5) members to the board of directors (excluding the two current
external directors of the Company) as directors of the Company. The Company's
external directors Mr. David Joel Rubin, and Yael Hershtik, will continue to
serve in their first three year term which commenced on April 25, 2005.
The Company's board of directors has proposed the following five (5) persons:
Mr. Dan Goldstein, Mr, Ronnen Yitzhak, Mr. Amos Sivan, Mr. Eliyahu Shushan and
Mr. John Robert Camber Porter as the slate of directors to be elected at the
meeting and to serve as directors of the Company until the next annual general
meeting of the shareholders or until termination of office according to the
Company's articles of association and applicable law.
The following information is provided with respect to each director nominated
and recommended to be elected by the Board of Directors of the Company and is
based upon record of the Company and information furnished to it by the
nominees.
Name: Current Position:
Dan Goldstein Director, Non executive Chairman of the Board
Ronnen Yitzhak Non executive Director
Amos Sivan, Director and Chief executive officer
Eliyahu Shushan Non executive Director
John Robert Camber Porter Non executive Independent Director
Dan Goldstein, was appointed to the Board of the Company on 2 December 2001 and
is the chairman of the board as of this date. Mr. Goldstein is the founder of
Formula Systems, is currently the chairman and chief executive officer of
Formula Vision Technologies (F.V.T.) Ltd ("FVT") listed on TASE, and a director
of various companies within the FVT Group. He holds a bachelor's degree in
Mathematics and Computer Sciences and a Masters in Business Administration from
Tel-Aviv University in Israel. He is also involved in many associations, and is
chairman of The Israeli Association of Publicly Traded Companies.
Amos Sivan, is the Company's founder and CEO. He was appointed to the Board on 1
February 1997. He holds a bachelor's degree in Economics and Management and also
has a masters in Business Science from the Leon Recanati Graduate School of
Business Administration in Tel Aviv. Prior to the incorporation of the Company,
he served from 1981 to 1997 as the billing development director and
vice-president in Bezeq - The Israel Telecommunication Corp. Ltd, the national
telecommunication operator of Israel.
Ronnen Yitzhak, is the chief financial officer of FVT. He was appointed to the
Board on 2 December 2001. He holds a bachelor's degree in Business
Administration specialising in accounting from the Administration College,
Tel-Aviv School of Management. He joined the Formula Group in 1993 as the chief
financial officer of Sintec Advanced Technologies Ltd. From 1996 to 2000, he
served as the vice president of Pinros Holdings Ltd, a company listed on the
TASE. Mr. Yitzhak returned to the Formula Group in 2000 and served as the chief
financial officer of Matrix IT Systems Ltd. ("Matrix Systems") and, thereafter,
of its parent company, Matrix IT Ltd, a company listed on TASE and a subsidiary
of Formula Systems.
Eliyahu Shushan, was appointed to the Board on 19 May 1999. Eliyahu is a
director and co-founder of the ElgadCom Group Ltd which conducts business in the
fields of infrastructure and hardware product development and operations and
services for the telecom industry. As a director and Co-founder of Elgadcom
Group Ltd. Eliyahu is involved in the international business development of the
Elgadcom Group. Eliyahu is also a director in various Elgadcom Group Ltd
subsidiaries and affiliated companies and is involved in their business
activities.
John Robert Camber Porter, was appointed to the Board on 25 April 2005. He
graduated from Oxford University with BA Hons in PPE. He also received a DEA
from Paris and a Sloan fellowship from graduate school of business Stanford
University. John is the Chairman of Telos Group, parent of Telos Corp a leading
provider of Information Assurance, Secure Wireless Networking, and Secure
Credentialing to governmental agencies and the military and intelligence
community.
ITEM 3
REAPPOINTMENT OF INDEPENDENT AUDITORS
At the meeting the shareholders will be asked to approve the reappointment of
Ziv and Haft CPA, a member of the BDO global, as the Company's independent
auditors effective as of August 2005 and until the next annual general meeting
of the Company. The reappointment has been recommended by the board of directors
of the Company. Ziv and Haft has no relationship with the Company or any other
affiliate of the Company other than as auditors and to some extent as tax
consultants. The shareholders will also be asked to authorize the board of
directors to fix the compensation of the auditors in accordance with the amount
and nature of their services or to delegate such power to the audit committee of
the Company
ITEM 4
APPROVAL OF GRANT OF OPTIONS TO A NON EXECUTIVE DIRECTOR
Upon admission of the Company to the AIM, the Company has also adopted a new
share option scheme (the "2005 Option Plan") with the purpose to provide
incentives to employees and directors, consultants and contractors (both Israeli
and non-Israeli), by providing them with opportunities to purchase ordinary
shares, nominal value of NIL New Israeli Shekel each of the Company. The Option
scheme was approved by the board of directors of the Company and is, designed to
allow grantees to benefit from the provisions of either Section 102 or Section 3
(9) of the Israeli Income Tax Ordinance (New Version), 1961 as applicable, or
with respect to non-Israeli residents, the applicable laws relevant in their
respective country of residence. Since the Company's admission to AIM and the
adoption of the option plan approximately two (2) years ago, no options were
issued to any of the Directors. The audit committee and the board of directors
have approved a grant of (i) 50,000 options to purchase up to 50,000 ordinary
shares of the Company to Mr. John Porter, a non executive director of the
Company (ii) 100 options to purchase up to 100 ordinary shares of the Company to
Mr. Eliyahu Shushan, a non executive director of the Company (together
hereinafter the "Options"). The Options shall be granted pursuant to the terms
of the 2005 Option Plan, and shall be issued as soon as lawfully allowed
immediately following the approval of the board of directors of the Company and
the approval of the shareholders meeting subject to the provisions of the Option
plan and any regulatory restriction included therein. Terms: The Options will be
fully vested as of the date of their grant; The Options shall expire within 10
years thereafter in compliance with the provisions of the 2005 Option Plan; The
exercise price per share of the options shall be equal to closing price of the
share on the AIM at the date of the first approval of the grant by the board
dated December 1, 2005 (97P per share).
ITEM 5
APPROVAL OF EMPLOYMENT AGREEMENT FOR THE CEO
Mr. Sivan has been employed in the Company, at its Chief executive officer as of
1997. In view of the larger scales of operations of the company and the roles
and responsibilities as CEO, pursuant to the negotiations held with Mr. Sivan,
its was resolved on July 3, 2007, by the audit committee of the Company and the
board of directors of the Company to adopt a new employment agreement for Mr.
Sivan for holding the positions of Chief executive officer which shall be in
force and effect as of as of July 1st, 2007. Pursuant to the new employment
agreement, Mr. Sivan will be entitled to the following employment terms: (i) A
monthly gross salary of 85,000 NIS (approximately 20,000$) including
recuperation payments as provided by the applicable collective agreement in
Israel (the "Salary"). In addition, Mr. Sivan has a bonus scheme of 2 salaries
and a bonus conditioned on the company's net profits (before tax). For the
implementation of a recovery plan between July 2006 and July 2007 Employee shall
be entitled to a one time bonus in the sum of 279,540 NIS (approx 66,000 USD)
(ii) Executive insurance - the Company will allocate 13.3% of the Salary (8.3%
for severance payments and 5% for remuneration), and Mr. Sivan will be allocate
5% of the Salary. The insurance will include a loss of working capacity coverage
(up to 2.5%) that will be paid by the Company. In addition health insurance as
previously granted to Mr. Sivan (iii) Continuing education fund - the Company
will allocate 7.5% of the Salary and Mr. Sivan will allocate 2.5% of the Salary
(iv) Company car, including fuel expenses (ii) telecommunications expenses
(mobile phone and fix line) (v) 22 days of paid vacation per each employment
year (vi) general expenses coverage according to the company's general policy
(vii) additional option may be granted in compliance with the general options
scheme of the Company as shall be determined by the board of directors of the
Company. The employment agreement is for a non-limited period provided that
Company and Mr. Sivan may terminate the employment of Mr. Sivan subject to 180
days prior written notice. Pursuant to the employment agreement Mr. Sivan
assumes customary confidentiality and non competition obligation for managers in
similar status. Mr. Sivan Mr. Sivan is based at the Company's main offices in
Israel.
ITEM 6
APPROVAL OF THE COVERAGE OF THE LIABILITY OF ALL MEMBERS OF THE BOARD OF
DIRECTORS OF THE COMPANY AND ITS EXECUTIVE OFFICERS
On July 3, 2007, the audit committee and board of directors of the Company (the
"Registrant") each unanimously approved the renewal of the insurance policy for
the coverage of the directors and officers of the Registrant (or the D&O
Insurance). With respect to renewal of the D&O Insurance for Mr. Dan Goldstein,
Ronnen Itzhak and Mr. Amos Sivan, who are deemed a controlling shareholder of
the Registrant, the audit committee and board of directors of the Registrant
each determined that the terms of such renewal are is on market terms and is not
likely to have a material affect on any of the Registrant's profits, properties
or commitments. The Registrant is announcing that, in accordance with an
exemption set forth in regulations promulgated under the Israeli Companies Law -
1999 (or the Companies Law) and unless a request is made by a shareholder as
described below, no special majority of the shareholders will be required to
approve such renewal. Any one or more of the Registrant's shareholders, holding
at least one percent of the Registrant's outstanding share capital or its voting
rights, may request that the renewal of the D&O Insurance with respect to Mr.
Dan Goldstein, Ronnen Itzhak and Mr. Amos Sivan be brought for approval of the
special majority set forth in the Companies Law, by providing written notice to
the Registrant at its offices at 8 Maskit Street, Herzeliya, Israel, within
fourteen days hereof. To the extent such request is received timely by the
Registrant, the Registrant shall seek approval of such renewal in accordance
with the general requirements of the Companies Law.
The following is a short description of the main terms of the Previous Policy
and New Policy: (i) The Previois Policy: Company's insurance policy for the
coverage of the liability of directors and officers of the Company, including as
directors or officers of the Company's subsidiaries, is for a one-year period
beginning on August 14 2006 and ending on August 13 2007. This policy would
cover a total liability of $10,000,000 million per occurrence during the
duration of the policy and for the entire duration of the insurance (plus
$2,000,000 in respect of costs and expenses. The premium paid by the Company
with respect to this insurance policy was approximately $28,000. The coverage of
such policy also includes coverage for unlimited retroactive date (ii) The New
Policy: Company's insurance policy for the coverage of the liability of
directors and officers of the Company, including as directors or officers of the
Company's subsidiaries, is for a one-year period beginning on August 14 2007 and
ending on August 13 2008. This policy would cover a total liability of
$10,000,000 million per occurrence during the duration of the policy and for the
entire duration of the insurance (plus $2,000,000 in respect of costs and
expenses. The premium paid by the Company with respect to this insurance policy
will not exceed $40,000. The coverage of such policy also includes coverage for
unlimited retroactive date.
3. REQUIRED MAJORITY FOR THE RESOLUTION
Pursuant to the provisos of the Israeli companies law: (a) Approval of the items
in sections 2, 3, 4 will require the affirmative vote of a majority of the
shares present, in person or by proxy, and voting thereon (b) Approval of the
items in sections 5 and 6 above will require the affirmative vote of (i) the
affirmative vote of a majority of the shares present, in person or by proxy, and
voting thereon including at least one-third of the shares present, in person or
by proxy, and voting thereon of non-controlling shareholders voting in favor of
the above resolutions; or (ii) the total number of shares of non-controlling
shareholders that voted against the election of the director does not exceed one
percent of the aggregate voting rights in the company.
4. SHAREHOLDERS ENTITLED TO VOTE
Only shareholders of record at the close of business of on August 6, 2007 are
entitled to notice of and to vote at the meeting. All such shareholders are
cordially invited to attend the meeting in person. Each share is entitled to one
vote on each matter as applicable to each meeting, to be voted on such meeting.
5. ADJOURNED MEETING
If within an hour from the time set for the meeting a quorum is not present, in
person or by proxy, the meeting shall stand adjourned to the same day in the
next week, at the same time and place, or, if not set forth in the notice of the
meeting, to such day and at such time and place as the Chairman may determine
with the consent of the holders of a majority of the voting power represented at
the meeting in person or by proxy and voting on the question of adjournment. At
such adjourned meeting, if a quorum is not present, in person or by proxy,
within a half hour from the time set, any two (2) holders of Ordinary Shares
(not in default as aforesaid) present in person or by proxy, shall constitute a
quorum (subject to rules and regulations, if any, applicable to the Company).
6. QUORUM
For all meetings, the presence of two or more holders of Ordinary Shares (not in
default in payment of any sum referred to in Article 27(a) hereof), present in
person or by proxy and holding shares conferring in the aggregate at least 25%
of the voting power of the Company (subject to rules and regulations, if any,
applicable to the Company), shall constitute a quorum at General Meetings.
7. VOTING BY PROXIES
By appointing "proxies", a shareholder of the Company may vote any of its shares
at the Meetings, whether or not he attend. The Proxi must be duly signed by the
appointer or his duly authorized attorney or, if such appointer is a company or
other corporate body, under its common seal or stamp or the hand of its duly
authorized agent(s) or attorney(s). The instrument appointing a proxy (and the
power of attorney or other authority, if any, under which such instrument has
been signed) shall be delivered to the Company (at its registered office, or at
its principal place of business or at the offices of its registrar and/or
transfer agent or at such place as the Board of Directors may specify) not less
than twenty-four (24) hours before the time fixed for the meeting at which the
person named in the instrument proposes to vote, unless otherwise determined by
the Chairman of the meeting.
8. REVOCATION OF A PROXY
A vote cast pursuant to an instrument appointing a proxy shall be valid
notwithstanding the previous death of the appointing holder (or of his
attorney-in-fact, if any, who signed such instrument), or the revocation of the
appointment or the transfer of the share in respect of which the vote is cast,
provided no written intimation of such death, revocation or transfer shall have
been received by the Company or by the Chairman of the meeting before such vote
is cast and provided, further, that the appointing holder, if present in person
at said meeting, may revoke the appointment by means of a writing, oral
notification to the Chairman, or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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