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 October 2005
B.O.S. BETTER ON-LINE 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
THE INFORMATION IN PARAGRAPHS 1 AND 2 OF THE REGISTRANT'S PRESS RELEASE ATTACHED
TO 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WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR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.
Attached hereto and incorporated by reference is the following Registrant's
press release:
Qualmax Acquires BOS' Communications Division; Dated October 27, 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 On-Line Solutions, Ltd.
(Registrant)
By: /S/ Adiv Baruch
-------------------
Adiv Baruch
President and CEO
Dated: October 27, 2005
[BOS LOGO]
QUALMAX ACQUIRES BOS' COMMUNICATIONS DIVISION
TERADYON, ISRAEL - October 27, 2005 - B.O.S. Better Online Solutions Ltd. ("BOS"
or the "Company") (NASDAQ: BOSC, TASE: BOSC), announced today that it has
entered into a definitive agreement with Qualmax Inc., a US VoIP service and
equipment provider, for the sale of the assets of BOS' Communications Division
to Qualmax, Inc. The consideration payable to BOS is four million Qualmax shares
and 4% royalties from future revenues Qualmax generates from the sold business,
up to $800,000. Of the Qualmax shares to be received by BOS in the transaction,
one million shares shall be deposited in escrow and shall be released to BOS at
the end of four consecutive fiscal quarters following the closing of the
transaction, contingent upon Qualmax generating by then certain revenues from
the sold business.
The agreement contemplates that Qualmax shall retain employees of the BOS
Communications Division. Prior to closing of the transaction, which is subject
to certain closing conditions, Qualmax shall have completed a merger into a US
publicly traded company.
Mr. Adiv Baruch, CEO of BOS, commented, "We are delighted to enter into this
agreement with Qualmax. We have structured the transaction so that we receive
our sale price in Qualmax shares primarily because we believe in Qualmax's
potential, which we expect will be greatly enhanced by integrating the BOS
Communications Division. Obtaining shares in Qualmax just as it begins to
operate in the US public markets gives BOS the chance to realize long-term
additional value from the sale."
Mr. David Kamrat, CEO of Qualmax said, "The VoIP and GSM space requires the
ability to adapt rapidly to dynamic market conditions. With the acquisition of
BOS Communications Division, Qualmax gains a world-class R&D and product
development team. We see this acquisition as a critical component in our mission
to offer our customers the most advanced and feature-rich applications in the
industry."
ABOUT BOS
B.O.S. Better Online Solutions Ltd. (the "Company" or "BOS") (NASDAQ:BOSC;
TASE:BOSC) was established in 1990. BOS develops and markets innovative products
that improve enterprise communications and operations. Its activities are
focused in two domains:
COMMUNICATIONS PRODUCTS providing easy to install and affordable VoIP and
cellular gateways solutions for businesses. BOS communications products leverage
existing infrastructure, radically reduce costs and facilitate operations.
CONNECTIVITY PRODUCTS marketed under the BOSaNOVA brand name. These products
deliver instant and transparent connectivity from IBM iSeries computers to
personal computers, thin clients and browsers.
In addition BOS supplies electronic and RFID components and technology design
services through the ODEM Division, based on Odem Electronic Technologies 1992
Ltd., in which a controlling stake was acquired in November 2004.
BOS, www.boscorporate.com is traded on NASDAQ (NASDAQ: BOSC) and on the Tel-Aviv
stock exchange (TASE: BOSC).
For further information, please contact:
Gelbart-Kahana Public Relations &Investors Relations
Tel. +972-3-6074717, e-Mail: info@gk-biz.com
ABOUT QUALMAX
Founded in 2001, Qualmax provides VoIP products, solutions, and services to
telecommunication companies, enterprises, and small businesses worldwide. In
addition, Qualmax offers VoIP services to service providers and retail customers
through its subsidiary, Inode Communications. For more information, please visit
www.qualmax.net or contact:
Ms. Tracy Habecker
VP of Marketing and Public Relations
Tel. 1-541-683-2892 x1012, e-Mail: tracyh@qualmax.net
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.
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