SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For the
month of: May 2008
Commission
File Number: 000-30827
CLICKSOFTWARE
TECHNOLOGIES LTD.
(Translation
of registrant's name into English)
2
Rechavam Ze’evi Street
Givat
Shmuel 54017, Israel
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F
X
Form
40-F _____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulations S-T Rule 101(b)(1):_____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulations S-T Rule 101(b)(7):_____
Indicate
by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
No
X
If "Yes" is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b):
N/A
Attached
hereto and incorporated by reference herein is the registrant's Proxy Statement
announcing the Annual Shareholders Meeting to be held on June 26, 2008 sent to
registered shareholders of the Company.
The
information in this Form 6-K of CLICKSOFTWARE TECHNOLOGIES LTD. (The “Company”)
is incorporated by reference into the Form S-8 of the Company, registration
number 333-149825, filed with the Securities and Exchange Commission on March
20, 2008.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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CLICKSOFTWARE
TECHNOLOGIES LTD.
(Registrant)
By:
/s/
Shmuel
Arvatz
Name: Shmuel
Arvatz
Title: Executive Vice President
and
Chief Financial Officer
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Date:
May 22, 2008
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CLICKSOFTWARE
TECHNOLOGIES LTD.
NOTICE
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To
Be Held on June 26, 2008
Notice is
hereby given that the Annual General Meeting of Shareholders of ClickSoftware
Technologies Ltd. (the "Company") will be held at 2 Rechavam Ze’evi Street,
Givat Shmuel 54017 Israel, on June 26, 2008 at 4:00 p.m. local time (the
"Meeting"). The agenda for the Meeting is as follows:
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1.
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To
approve the appointment of Brightman Almagor & Co., a member of
Deloitte Touche Tohmatsu, as independent auditors for the Company for the
year ending December 31, 2008 and for such additional period until the
next Annual General Meeting of Shareholders, and to authorize the Board of
Directors, upon recommendation of the Audit Committee, to fix the
remuneration of the auditors.
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2.
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To
re-elect Mr. Roni A. Einav and Mr. Gil Weiser as Class II directors to the
Board of Directors of the Company, each to hold office until the Annual
General Meeting of Shareholders of the Company to be held in 2011 or until
a successor has been duly elected.
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3.
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To
approve the grant of options to Dr. Moshe BenBassat for the purchase of
70,000 ordinary shares of the
Company.
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4.
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To
transact such other business as may properly come before the Meeting or
any adjournment thereof.
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In
addition, shareholders will be requested to consider at the Meeting the
Directors’ report and the financial statements of the Company for the fiscal
year ended December 31, 2007.
Shareholders
of record at the close of business on May 19, 2008 will be entitled to notice of
and to vote at the Meeting. Shareholders who do not expect to attend
the Meeting in person are requested to mark, date, sign and mail to the Company
the enclosed proxy as promptly as possible in the enclosed pre-addressed
envelope.
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By
Order of the Board of Directors,
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CLICKSOFTWARE
TECHNOLOGIES LTD.
Dr.
Moshe BenBassat
Chairman
of the Board of Directors and
Chief
Executive Officer
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May
22, 2008
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IMPORTANT:
YOUR VOTE IS IMPORTANT. IN ORDER TO ENSURE YOUR REPRESENTATION AT THE
MEETING, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENVELOPE
PROVIDED
.
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CLICKSOFTWARE
TECHNOLOGIES LTD.
2
Rechavam Ze’evi Street
Givat
Shmuel 54017, Israel
____________________
PROXY
STATEMENT
____________________
ANNUAL
GENERAL MEETING OF SHAREHOLDERS
To
be held on June 26, 2008
This
Proxy Statement is furnished to the holders of Ordinary Shares, par value NIS
0.01 per share (the "Ordinary Shares"), of ClickSoftware Technologies Ltd., a
company organized under the laws of the State of Israel (the "Company"), in
connection with the solicitation by the Board of Directors of proxies for use at
the Company's Annual General Meeting of Shareholders (the "Meeting") to be held
on June 26, 2008 at 4:00 p.m. local time at the offices of the Company, 2
Rechavam Ze’evi Street, Givat Shmuel 54017, Israel (tel. no. +972-3-765-9400),
or at any adjournment thereof. This Proxy Statement and the proxies
solicited hereby are first being sent or delivered to the shareholders on or
about May 22, 2008.
Proxies;
Counting of Votes
Proxies
for use at the Meeting are being solicited by the Board of Directors of the
Company. A form of proxy for use at the Meeting is
attached. The completed proxy should be mailed to the Company in the
pre-addressed envelope provided and received by the Company at least forty eight
(48) hours before the Meeting. Upon the receipt of a properly
executed proxy in the form enclosed herewith, the persons named as proxies
therein will vote the Ordinary Shares, covered thereby in accordance with the
directions of the shareholder executing such proxy. Subject to the
rules of the Nasdaq Capital Market, in the absence of such instructions, the
Ordinary Shares represented by properly executed and received proxies will be
voted “FOR” all of the proposed resolutions to be presented to the Meeting for
which the Board of Directors recommends a “FOR” vote.
Shareholders
may revoke the authority granted by their execution of proxies at any time
before the exercise thereof by filing with the Company a written notice of
revocation or duly executed proxy bearing a later date, or by voting in person
at the Meeting. Shareholders may vote shares directly held in their name in
person at the Meeting. If a shareholder wants to vote in person at
the Meeting shares held in street name, the shareholder must request a legal
proxy from the broker, bank or other nominee that holds the shares, and must
present such legal proxy at the Meeting. Attendance at the Meeting
will not, by itself, revoke a proxy.
Record
Date; Solicitation of Proxies
Only
shareholders of record at the close of business on May 19, 2008 will be entitled
to receive notice of, and to vote at, the Meeting and any adjournment
thereof. Proxies will be solicited chiefly by mail; however, certain
officers, directors, employees and agents of the Company, none of whom will
receive additional compensation therefore, may solicit proxies by telephone, fax
or other personal contact. Copies of solicitation materials will be
furnished to banks, brokerage firms,
nominees,
fiduciaries and other custodians holding Ordinary Shares in their names for
others to send proxy materials to and obtain proxies from the beneficial owners
of such Ordinary Shares. The Company will bear the cost of soliciting
proxies, including postage, printing and handling, and will reimburse the
reasonable expenses of brokerage firms and others for forwarding material to
beneficial owners of Ordinary Shares. The Company's Annual Report for the year
ended December 31, 2007 is available for download on the Company’s website at
www.clicksoftware.com
.
To
the extent you would like to state your position with respect to any of
proposals described in this proxy statement, in addition to any right you may
have under applicable law, pursuant to regulations under the Israeli Companies
Law – 1999 (the “Companies Law”), you may do so by delivery of a notice to the
Company’s offices located at 2 Rechavam Ze’evi Street, Givat Shmuel 54017,
Israel, not later than June 2, 2008. Our Board of Directors may respond to your
notice not later than June 10, 2008.
Following
the Meeting, one or more shareholders holding, at the Record Date, (i) at least
1,427,857 ordinary shares, which represent approximately five percent (5%) of
the total voting rights in the Company, or (ii) five percent (5%) of the total
voting rights of the Company, which are not held by controlling shareholders of
the Company, may review the Proxy Cards submitted to the Company at the
Company’s offices during business hours.
Quorum
and Voting Requirements
On May
12, 2008, the Company had outstanding 28,557,148 Ordinary Shares, each of which
is entitled to one vote upon each of the matters to be presented at the
Meeting. Two or more shareholders, present in person or by proxy and
holding or representing shares conferring in the aggregate at least 33% of the
voting power of the Company, will constitute a quorum at the Meeting. Shares
that are voted in person or by proxy “FOR” or “AGAINST” are treated as being
present at the Meeting for purposes of establishing a quorum and are also
treated as voted at the Meeting with respect to such
matters. Abstentions and broker non-votes will be counted for
purposes of determining the presence or absence of a quorum for the transaction
of business, but such abstentions and broker non-votes will not be counted for
purposes of determining the number of votes cast with respect to the particular
proposal. If a quorum is not present within thirty minutes from
the time appointed for the Meeting, the Meeting will be adjourned to the same
day on the following week, at the same time and place, or to such day and at
such time and place as the Chairman of the Meeting may determine. At
such adjourned Meeting, any two shareholders, present in person or by proxy,
will constitute a quorum.
The
affirmative vote of at least a majority of the votes of shareholders present and
voting at the Meeting in person or by proxy is required to constitute approval
of each of Proposals 1, 2 and 3.
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THIS
PROXY CARD SHALL ALSO SERVE AS A VOTING INSTRUMENT
AS
SUCH TERM IS DEFINED UNDER THE COMPANIES
LAW
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3
BENEFICIAL
OWNERSHIP OF SECURITIES
BY
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of May 12, 2008 concerning:
(i) the only persons or entities known to the Company to own beneficially more
than 5% of the Company's outstanding Ordinary Shares; and (ii) the number of
Ordinary Shares beneficially owned by all Directors and Officers as a
group. The information presented in this table is based on 28,557,148
Ordinary Shares outstanding as of May 12, 2008. The number of
Ordinary Shares beneficially owned by a person includes Ordinary Shares subject
to options held by that person that were currently exercisable at, or
exercisable within, 60 days of May 12, 2008. The Ordinary Shares issuable under
these options are treated as if they were outstanding for purposes of computing
the percentage ownership of the person holding these options, but are not
treated as if they were outstanding for the purposes of computing the percentage
ownership outstanding for any other person.
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Ordinary
Shares Beneficially Owned
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Name
and Address
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Number
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Percent
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Dr. Moshe BenBassat
(1)
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5,210,471
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17.5%
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Austin W. Marxe and David M. Greenhouse
(2)
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2,181,763
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7.6%
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G. Nicholas Farwell
(3)
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2,968,900
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10.4%
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Officers and Directors as a group
(4)
(9
persons)
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6,120,143
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20.7%
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(1)
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Includes,
in addition to the ordinary shares held by Dr. Moshe BenBassat,
(i)
1,242,892 options for ordinary shares held
by Dr. Moshe BenBassat that are exercisable within 60 days of the date
stated above, and (ii) 2,246,887 ordinary shares held by Idit BenBassat,
which may be deemed to be beneficially owned by Dr. Moshe
BenBassat. Does not include 39,
500
ordinary shares for which options granted to Dr. Moshe BenBassat are
outstanding but are not currently or within 60 days
exercisable.
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(2)
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As
reported on Form 13F-HR filed with the SEC on May 12, 2008 in a joint
filing by Austin W. Marxe and David M. Greenhouse. Messrs. Marxe and
Greenhouse own the ordinary shares through various investment
vehicles.
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(3)
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As
reported on Schedule 13G filed with the SEC on February 12, 2008 by G.
Nicholas Farwell.
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(4)
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Includes
(i) 2,129,192 ordinary shares for which options granted to Officers and
Directors are exercisable within 60 days of the date stated above, and
(ii) 2,246,887 ordinary shares held by Idit BenBassat, which may be deemed
to be beneficially owned by Dr. Moshe BenBassat. Does not
include 252,101 ordinary shares for which options granted to Officers and
Directors are outstanding but are not currently or within 60 days
exercisable.
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PROPOSAL
1 —APPOINTMENT
AND
RENUMERATION OF THE COMPANY'S INDEPENDENT AUDITORS
The Audit
Committee has recommended the appointment of Brightman Almagor & Co., a
member of Deloitte Touche Tohmatsu (“Brightman Almagor”), as the Company’s
independent auditors for the year ending December 31, 2008. Brightman
Almagor has been the Company’s independent auditor since December 31, 2002 and
audited the Company's books and accounts for the year ended December 31,
2007.
The
shareholders will be requested to approve the appointment of the accounting firm
of Brightman Almagor & Co. as the independent auditors of the Company for
the year ending December 31, 2008 and for such additional period until the next
Annual General Meeting of Shareholders and to authorize the Board of Directors,
upon recommendation of the Audit Committee, to fix the remuneration of the
auditors.
It is
proposed that the following Ordinary Resolution be adopted at the
Meeting:
"
RESOLVED,
that the appointment of Brightman Almagor & Co., a member of Deloitte Touche
Tohmatsu, as the Company's independent auditors for the fiscal year ending
December 31, 2008 and for such additional period until the next Annual General
Meeting of Shareholders, be, and hereby is, approved, and that the Board of
Directors be, and it hereby is, authorized, upon recommendation of the Audit
Committee, to fix the remuneration of such independent auditors in
accordance with the volume and nature of their
services."
The
affirmative vote of at least a majority of the votes of shareholders present and
voting at the Meeting in person or by proxy is required for the approval of the
resolution to appoint the Company's independent auditors.
The Board of Directors recommends that the shareholders
vote "FOR" the appointment of Brightman Almagor as the Company's independent
auditors and the authorization of the Board of Directors, upon recommendation of
the Audit Committee, to fix the remuneration of the auditors. It is
the intention of the persons appointed as proxies in the accompanying proxy to
vote “FOR” this resolution unless specifically instructed to the contrary
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PROPOSAL
2 — ELECTION OF DIRECTORS
The
Company's Articles of Association provide that the number of Directors shall be
not less than 2 and not more than 11. There are currently seven members on the
Company’s Board. The Company’s Board of Directors is classified into three
classes of directors as follows:
Name of Director and
Class
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Year
of Annual Meeting
at which Term
Expires
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James
W. Thanos, Class I
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2010
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59
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Roni
A. Einav, Class II
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2008
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64
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Gil
Weiser, Class II
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2008
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66
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Moshe
BenBassat, Class III
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2009
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60
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Israel
Borovich, External Director
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2010
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66
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Naomi
Atsmon, External Director
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2009
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55
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Dan
Falk, External Director
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2009
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63
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Currently, Mr. Roni A. Einav and Mr. Gil Weiser are
Class II Directors. The term of the Class II Directors will expire at the
Meeting and successor Class II Directors shall be elected at the Meeting. The
Board of Directors recommends that at the Meeting Mr. Roni A. Einav and Mr. Gil
Weiser be re-elected to serve as Class II Directors until the Annual General
Meeting of Shareholders to be held in 2011 and until respective successors are
duly elected and qualified.
RONI EINAV
has served as a director since 2000. Mr. Einav is the founder and
General Manager of Einav High-Tec Assets Ltd., an investment company focused on
technology ventures. From 1983 to 1999, Mr. Einav served as Chairman of New
Dimension Software, Ltd., a systems software company he had founded, which was
subsequently acquired by BMC Software. Mr. Einav serves on the board of
directors of Advantec, XciTel, Eurekify, Xenia, Impactia, M-Photo, Ivivo and
Gimao. Mr. Einav has also played a key role in founding approximately a dozen
other software companies, including Liraz Computers, Jacada Ltd., M-Photo,
Ivivo, Impactia, Axxana, Eurekify, XciTel, CeDimension, ComDa, Computer Systems
and Einav Systems. Mr. Einav was a Major in the Israeli Defense Forces and
served as a systems analyst in a research and development division. Mr. Einav
holds a Bachelor of Science degree in Management and Industrial Engineering as
well as a Master of Science degree in Operations Research from the Technion
Institute, Haifa, Israel.
GIL WEISER
has served as a director since 2003. Mr. Weiser has been active in the high tech
environment for the past 30 years, with experience ranging from design
engineering to management of international companies, as well as community and
public activities, from serving the Shevach/Mofet High School to chairing the
Haifa University Executive Board. Mr. Weiser is currently the Chief Executive
Officer of Orsus Solutions Ltd., an Israeli high-tech company, and is Chairman
or a member of the board of directors of the following companies: Fundtech, a
software company; BBP, a subsidiary of Fundtech; and Carmel, a company connected
with Haifa University. Mr. Weiser was also a member of the board of directors of
the Tel Aviv Stock Exchange from 2002 to 2004. In 2002, Mr. Weiser
served as Acting Vice Chairman for ORAMA, an international investment banking
group. From 1995 to 2000, Mr. Weiser served as Chief Executive
Officer of Hewlett-Packard Israel, a technology company. From 1993 to 1995, Mr.
Weiser served as Chief Executive Officer of Fibronics Corporation, a
communication company. From 1976 to 1993, Mr. Weiser served as Chief Executive
Officer of Digital Israel, a computing company. Mr. Weiser is Chairman of the
Executive Committee of Haifa University. Mr. Weiser was the Vice Chairman of the
Israel Management Center, heading the multi-national forum, and is a member of
the Israel High-Tech Association Executive Committee. Mr. Weiser holds a
Bachelor of Science degree in Electrical Engineering from the Technion Institute
and a Master of Science degree in Electronics/Computers from the University of
Minnesota in Minneapolis.
It is
proposed that the following Ordinary Resolution be adopted at the
Meeting:
“RESOLVED
that the following nominees, currently serving as Directors of the Company, be
re-elected to the Board of Directors to serve according to the period of the
class as follows:
Mr. Roni
A. Einav and Mr. Gil Weiser classified as Class II Directors shall serve until
the Annual General Meeting of Shareholders to be held in 2011 and until their
respective successors are duly elected and qualified.”
The
affirmative vote of at least a majority of the votes of shareholders present and
voting at the Meeting in person or by proxy is required for the approval of the
resolution to elect the foregoing nominees as Directors.
It
is the intention of the persons appointed as proxies in the accompanying proxy
to vote “FOR” the election of the Directors named above as Class II Directors
unless specifically instructed to the contrary.
PROPOSAL
3 – PROPOSAL TO APPROVE THE GRANT OF OPTIONS
TO
DR. MOSHE BENBASSAT
Under the
Companies Law, the terms of compensation to Directors of the Company, including
the grant of options, whether in their capacity as Directors or otherwise,
requires shareholder approval. Dr. Moshe BenBassat, who is serving as
Chairman of the Board of Directors, is also the Chief Executive Officer of the
Company.
It is
proposed that the shareholders approve the grant of options to Dr. Moshe
BenBassat to purchase 70,000 Ordinary Shares at an exercise price equal to the
closing
sale price of the Company’s Ordinary Shares on the
trading day immediately preceding the Meeting, as recommended by the
Compensation Committee and as approved by the Audit Committee and the Board of
Directors of the Company. The options would vest as
follows: 25% on the first anniversary date of the options grant, and
1/48 at the end of each month thereafter. The options would expire
seven years from their date of issuance.
It is
proposed that the following Ordinary Resolution be adopted at the
Meeting:
“RESOLVED,
that the grant of options to Dr. Moshe BenBassat to purchase 70,000 Ordinary
Shares at an exercise price equal to the closing sale price of the
Company's Ordinary Shares on the trading day immediately preceding the Meeting,
is hereby approved.”
The affirmative vote
of the holders of a majority of the voting power represented at the Meeting in
person or by proxy is necessary for the approval of the resolution to approve
the options grant to Dr. Moshe BenBassat.
The Board of
Directors recommends that the shareholders vote "FOR" the approval of the
resolution to approve the options grant to Dr. Moshe BenBassat. It is
the intention of the persons appointed as proxies in the accompanying proxy to
vote “FOR” this resolution unless specifically instructed to the
contrary
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OTHER
BUSINESS
Management
knows of no other business to be transacted at the Meeting. However,
if any other matters are properly presented to the Meeting, the persons named in
the enclosed form of proxy will vote upon such matters in accordance with their
best judgment.
Shareholders
are urged to complete and return their proxies promptly in order to, among other
things, insure actions by a quorum and to avoid the expense of additional
solicitation. If the accompanying proxy is properly executed and
returned in time for voting, and a choice is specified, the Ordinary Shares
represented thereby will be voted as indicated thereon. If no
specification is made, the proxy will be voted in favor of each of the proposals
described in this Proxy Statement.
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By
order of the Board of Directors,
Dr.
Moshe BenBassat
Chairman
of the Board of Directors and
Chief
Executive Officer
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Givat
Shmuel, Israel
May
22, 2008
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