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 July 2005
B.O.S. BETTER ONLINE SOLUTIONS LTD.
(Translation of Registrant's Name into English)
100 BOS ROAD, TERADYON 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 FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT'S
REGISTRATION STATEMENTS ON FORM F-3 (NO. 333-117529) AND 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WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR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.
1. As previously reported on Form 6-K filed on June 2, 2005, the Nasdaq Staff
notified the Registrant that it did not comply with Nasdaq's minimum
$10,000,000 stockholders' equity requirement for continued listing on The
Nasdaq National Market set forth in Marketplace Rule 4450(a)(3). The
Registrant has received an additional notice from Nasdaq, according to
which, based on further review of the Registrant and materials submitted to
the Nasdaq Staff, the Staff has determined to grant the Registrant an
extension to regain compliance with the Rule, as the Staff believes that
the Registrant has provided a definitive plan evidencing its ability to
achieve and sustain compliance.
According to the terms of the extension, the Registrant must complete the
private placement offering pursuant to the agreement entered into on May
24, 2005, by August 11, 2005, and to issue a Form 6-K confirming that the
offering has been completed. If BOS completes the private placement
offering and files the Form 6-K by that date, BOS will be deemed to be in
compliance with Nasdaq's stockholders' equity standard.
2. Attached hereto and incorporated by reference is the following Registrant's
press release: Odem, a member of the BOS Group, signed in second quarter
new contracts for 3.5 million dollars to supply electronic components to
customers in the US Asia and Europe; Dated July 14, 2005.
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 Online Solutions Ltd.
(Registrant)
By: /S/ Adiv Baruch
-------------------
Adiv Baruch
President and CEO
Dated: July 14, 2005
[BOS LOGO]
ODEM, A MEMBER OF THE BOS GROUP, SIGNED IN SECOND
QUARTER NEW CONTRACTS FOR 3.5 MILLION DOLLARS TO SUPPLY
ELECTRONIC COMPONENTS
TO CUSTOMERS IN THE US ASIA AND EUROPE
TERADYON, ISRAEL - July 14, 2005 - B.O.S. Better Online Solutions Ltd. (the
"Company" or "BOS") (NASDAQ: BOSC, TASE:BOSC) announced that Odem Electronic
Technologies 1992 Ltd., a member of the BOS Group, signed contracts for the
supply of electronic components earmarked for the aviation and telecom /medical
markets, to customers in the US Asia and Europe. The aggregate amount of orders
over the past three months exceeds $3.5 million dollars, and will be supplied in
the next quarter.
Avidan Zelichovski, the joint CEO of Odem said that these orders reflect a
significant growth in Odem sales, compared to the same period last year and the
backlog and growth exceed Odem's expectations. Odem is strengthening its
position in important markets and building new ones such as in Europe. The Asian
market is one of the biggest electronics market in the world including
telecom/medical/industrial segments at which our line of components is aiming
and the new orders reflect the increasing demand in Asia. Odem as a part of BOS
group is following BOS' startegy to expand. Odem is a profitable company and
increasing profitability is our main objective."
Avidan Zelichovski further commented that "Odem is also taking an important
position in the uprising technology of RFID and our products and services in
this field put our group in a good position to take on new projects with new
pilot projects in the sports, transportation and logistics fields. The RFID
technology will be Odem's growth engine."
[BOS LOGO]
BOS (www.boscorporate.com) is traded on the NASDAQ Stock Exchange in New York
(NASDAQ:BOSC) and on the Tel-Aviv Stock Exchange (TASE: BOSC) and was
established in 1990. Through its subsidiary BOScom it develops and markets three
types of products under the BOSaNOVA brand.
o A communications products line provides innovative VoIP solutions to
companies and organizations.
o A connectivity products lines connectivity solutions for IBM
computers, from intermediate computers to personal computers and LAN
networks.
o Software utilities products line provides solutions for the design,
distribution and management documents for a range of operating
systems, including MAINFRAME and UNIX.
In addition BOS supplies cellular adapters based on products of Quasar
Communication Systems Ltd., whose assets were acquired by BOS, and design
components and services through the ODEM Division, based on Odem Electronic
Technologies 1992 Ltd. in which a controlling stake was also recently acquired.
For further information, please contact:
Ms. Sharon Ben- Chorin
Gelbart-Kahana Public Relations &Investors Relations
Tel. +972-3- 6074717
e-Mail: sharonb@gk-biz.com
THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN REFLECT MANAGEMENT'S CURRENT
VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD-LOOKING STATEMENTS, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF
WHICH ARE BEYOND THE CONTROL OF BOS, INCLUDING, BUT NOT LIMITED TO, THOSE RISKS
AND UNCERTAINTIES DETAILED IN BOS' PERIODIC REPORTS AND REGISTRATION STATEMENTS
FILED WITH THE U.S. SECURITIES EXCHANGE COMMISSION. BOS UNDERTAKES NO OBLIGATION
TO PUBLICLY UPDATE OR REVISE ANY SUCH FORWARD-LOOKING STATEMENTS TO REFLECT ANY
CHANGE IN ITS EXPECTATIONS OR IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
ANY SUCH STATEMENTS MAY BE BASED, OR THAT MAY AFFECT THE LIKELIHOOD THAT ACTUAL
RESULTS WILL DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS.