As filed with the Securities and Exchange
Commission on November 24, 2003
REGISTRATION NO. 333-100971
_____________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
B.O.S. BETTER ONLINE SOLUTIONS LTD.
___________________________________________________
(Exact name of the Registrant as specified in its charter)
ISRAEL NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Beit Rabin, Teradion Industrial Park
MISGAV, ISRAEL 20179
(Address of Principal Executive Offices) (Zip Code)
1999 Stock Option Plan (Incentive and Restricted Stock Options)
2000 Stock Option Plan (Section 102 Stock Option/Stock Purchase Plan)
Share Ownership and Option Plan (2001)
Option Grant Agreement Between the Company and Mr. Israel Gal
(Full title of the Plans)
BEIT RABIN, TERADION INDUSTRIAL PARK,
MISGAV, ISRAEL
(972-4) 990-7555
Corporation Service Company
1177 Avenue of the Americas, 17th Floor
NEW YORK, NY 10036
(Name and address of agent for service)
Tel: (212) 299-9101
(Telephone number, including area code, of agent for service)
COPY TO:
Ephraim Abramson & Co.
16B King George Street
Jerusalem, Israel 94229
(972) 2-624-5881
The Registration Statement on Form S-8 pertaining to 450,000 (given the effect
of the 4-1 reverse stock spilt that occurred on May 29, 2003) Ordinary Shares of
B.O.S. Better Online Solutions Ltd. (the "Issuer") was filed on October 29,
2002. Upon the adoption of the 2003 Israeli Share Option Plan, the Issuer has
resolved not to grant any more options under other existing Plans, and therefore
some of the shares registered for purchase under the Registration Statement,
will not be purchased. This Post-Effective Amendment No. 1 is being filed to
remove from registration 192,911 Ordinary Shares of the Issuer.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, B.O.S. Better OnLine Solutions Ltd., certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Misgav, State of Israel, on November 16, 2003.
B.O.S. BETTER ONLINE SOLUTIONS LTD.
By: /S/ Israel Gal
------------------
ISRAEL GAL
President and Chief Executive Officer
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 / Israel Gal President and Chief Executive Officer November 16, 2003
---------------
Israel Gal
/S/ Edouard Cukierman Chairman of the Board of Directors November 16, 2003
---------------------
Edouard Cukierman
/S/ Nehemia Kaufman Chief Financial Officer November 16, 2003
-------------------
Nehemia Kaufman
/S/ Zvika Greengold Director November 16, 2003
-------------------
Zvika Greengold
/S/ Eli Ben-Mayor Director November 19, 2003
-----------------
Eli Ben-Mayor
/S/ Boaz Harel Director November 16, 2003
--------------
Boaz Harel
/S/ Yair Shamir Director November 16, 2003
---------------
Yair Shamir
/S/ Yael Ilan Director November 16, 2003
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Yael Ilan
2
/S/ Adi Raveh Director November 16, 2003
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Adi Raveh
/S/ Ronen Zavlik Director November 16, 2003
----------------
Ronen Zavlik
Authorized Representative in the United States:
/S/ Corporation Service Company
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Corporation Service Company
November 18, 2003
3