FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d -16
of the Securities Exchange Act of 1934
For the Month of August 2004
B.O.S. BETTER ON-LINE SOLUTIONS, LTD.
(Translation of Registrant's Name into English)
100 BOS ROAD, TERADION 20179, ISRAEL
(Address of Principal Corporate 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 [_]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ___________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ___________
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]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE
REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-3 (No. 333-117529) FORM S-8 (NOS.
333-110696, 333-100971 AND 333-11650), AND TO BE A PART THEREOF FROM THE DATE ON
WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR
REPORTS SUBSEQUENTLY FILED OR FURNISHED.
The Registrant hereby announces that at the annual general meeting of
shareholders held today all proposed resolutions set forth in the proxy
statement filed on Form 6-K on June 24, 2004, have been adopted, as follows:
1. To elect the following persons to serve as members of the Board of
Directors: Messrs. Edouard Cukierman, Adiv Baruch, Israel Gal, Avishai
Gluck, Andrea Mandel-Mantello, Yair Shamir and Ronen Zavlik, until the next
Annual General Meeting of Shareholders and until their successors have been
duly elected and qualified.
2. To reappoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young
International, Ltd., as the Company's Independent Auditors.
3. To approve the Management Agreement between the Company, Signum Ltd. and
Adiv Baruch.
4. To approve the Service Agreement between BOScom Ltd. and Zvi Greengold.
5. To approve the grant of options to Israel Gal, as recommended by the Board
of Directors.
6. With respect to the shareholders' resolution adopted February 18, 2003
regarding remuneration and grant of options to Company directors:
a. To amend the exercise price of options to be granted to future
directors;
b. To approve the grant of remuneration and options to Edouard Cukierman;
c. To approve the tacking of holding periods of certain directors, for
purposes of vesting and exercise terms of options
all as recommended by the Board of Directors.
7. To amend article 13.1 of the Company's Articles of Association, so that the
quorum for a shareholders' meeting shall be the presence of at least two
shareholders holding at least 33 1/3% of the voting rights (instead of 25%
as previously provided for in the article).
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.
B.O.S. Better On-Line Solutions, Ltd.
(Registrant)
By: /s/ Adiv Baruch
-------------------
Adiv Baruch
President and CEO
Dated: August 5, 2004