SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JUNE 2003
SAPIENS INTERNATIONAL CORPORATION N.V.
(translation of registrant's name into English)
C/O LANDHUIS JOONCHI
KAYA RICHARD J. BEAUJON Z/N
P.O. BOX 837
WILLEMSTAD
CURACAO, NETHERLANDS ANTILLES
(599) (9) 7366277
(address of principal executive offices)
[Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F]
Form 20-F X Form 40-F
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[Indicate by check mark whether the registrant by furnishing the
information contained in this Form 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
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[Graphic Omitted]
SAPIENS IMPLEMENTS 1-FOR-5 REVERSE STOCK SPLIT
-- SHAREHOLDERS APPROVE PLAN TO REGAIN COMPLIANCE WITH NASDAQ'S MINIMUM BID
PRICE REQUIREMENT --
Research Triangle Park, N.C., June 12, 2003 - Sapiens International Corporation
(NASDAQ and TASE: SPNS), today announced the approval by its shareholders of the
implementation of a 1-for-5 reverse stock split in order to regain compliance
with Nasdaq's minimum bid price requirement and thereby maintain the listing of
the Company's common stock on Nasdaq's National Market.
On January 15, 2003, The Nasdaq Stock Market, Inc. ("Nasdaq") informed the
Company that its common stock ("Common Shares") would be delisted from Nasdaq's
National Market due to the Company's failure to maintain compliance with the
$1.00 minimum bid price requirement for continued listing on the National Market
(the "Minimum Bid Price Requirement").
On February 27, 2003, the Company appeared before the Nasdaq Listing
Qualifications Panel, presenting a definitive plan to regain compliance with the
Minimum Bid Price Requirement by implementing a 1-for-5 reverse stock split of
the Common Shares. The Company received Nasdaq approval to implement a Reverse
Stock Split in order to maintain the listing of Company's common shares on
Nasdaq's National Market.
On June 11, 2003, the Company's Shareholders approved the implementation of the
Reverse Stock Split. As a result, the Company's authorized capital of
(euro)48,300,000 was reduced to 20 million Common Shares (from 100 million) and
1 million preferred shares (from 5,000,000), and the par value of all shares was
changed to (euro)2.30 (instead of (euro)0.46). The Common Shares are expected to
begin trading at their post-split price before June 16.
"We are moving forward with the support of our shareholders in our plan to
maintain the Company's National Market listing," said Itzick Sharir, the
Company's President and CEO. "The Reverse Stock Split will complement other
actions being taken by Sapiens to improve its sales and marketing performance
and overall financial condition. The change is expected to increase visibility
and coverage of our stock, coinciding with management's focus on gaining global
recognition for the Company's offerings to the insurance industry."
ABOUT SAPIENS INTERNATIONAL
Sapiens International Corporation (NASDAQ and TASE: SPNS) is a leading global
provider of proven IT solutions that modernize business processes and enable
insurance organizations and other leading companies to adapt quickly to change.
Sapiens' modular solutions are widely recognized for their ability to
cost-effectively align IT with the business demands for speed, flexibility and
efficiency. Sapiens operates through wholly owned subsidiaries in North America,
EMEA and Asia Pacific. The Company has partnerships with market leaders such as
IBM and EDS and its clients include AXA, Liverpool Victoria, Norwich Union,
OneBeacon, Principal Financial, Prudential, Abbey National, Honda, International
Paper and Panasonic UK, among others. For more information, please visit
www.sapiens.com.
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FOR ADDITIONAL INFORMATION
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Yuval Hadari Itzick Sharir
Chief Financial Officer Chief Executive Officer
Sapiens International Sapiens International
Tel: +1-877-554-2426 Tel: +44-1895-464 265
+972-8-938-2721 E-mail: itzick.s@sapiens.com
E-mail: yuval.h@sapiens.com
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Except for historical information contained herein, the matters set forth in
this release are forward-looking statements that are dependent on certain risks
and uncertainties, including such factors, among others, as market acceptance,
market demand, pricing, changing regulatory environment, changing economic
conditions, risks in new product and service development, the effect of the
company's accounting policies and other risk factors detailed in the Company's
SEC filings.
# # #
SIGNATURES
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.
SAPIENS INTERNATIONAL CORPORATION N.V.
(Registrant)
Date: July 1, 2003 By: /s/ NORMAN KOTLER
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Norman Kotler
General Counsel