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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2004
MER TELEMANAGEMENT SOLUTIONS LTD.
(Name of Registrant)
22 Zarhin Street, Ra'anana 43662, Israel
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of 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 by furnishing the information
contained in this Form, the registrant 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): 82-____________
This Form 6-K is being incorporated by reference into the Registrant's Form S-8
Registration Statement File No. 333-12014.
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MER Telemangement Solutions Ltd.
6-K Items
1. Mer Telemanagement Solutions Ltd. Proxy Statement for Extraordinary Meeting
of Shareholders to be held on January 28, 2004.
2. Mer Telemanagement Solutions Ltd. Proxy Card for Extraordinary Meeting of
Shareholders to be held on January 28, 2004.
ITEM 1
MER TELEMANAGEMENT SOLUTIONS LTD.
22 Zarhin Street
Ra'anana 43662, Israel
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NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS
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Dear Shareholders:
We are pleased to invite you to an Extraordinary Meeting of Shareholders to
be held on January 28, 2005 at 10:00 a.m. at our offices at 22 Zarhin Street,
Ra'anana, Israel for the following purposes:
1. To elect an outside director for a term expiring on January 28, 2008;
2. To transact any other business that may properly come before the
meeting.
The Board of Directors recommends that you vote in favor of the item, which
is described in the attached Proxy Statement. Please vote promptly. You can vote
by proxy either by mail or in person. If voting by mail, the proxy must be
received by our transfer agent or at our registered office in Israel at least 48
hours prior to the meeting to be validly included in the tally of ordinary
shares voted at the Extraordinary Meeting. Detailed proxy voting instructions
are provided both in the Proxy Statement and on the enclosed proxy card.
Sincerely,
/s/Chaim Mer
Chaim Mer
Chairman of the Board of Directors
By Order of the Board of Directors
Ori Shachar, Corporate Secretary
December 23, 2004
MER TELEMANAGEMENT SOLUTIONS LTD.
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PROXY STATEMENT
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EXTRAORDINARY MEETING OF SHAREHOLDERS
This Proxy Statement is being furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Mer Telemanagement Solutions
Ltd. to be voted at the Extraordinary Meeting of Shareholders, or the Meeting,
to be held on January 28, 2005.
Shareholders will be asked to vote upon the election of an outside director
for a term expiring on January 28, 2008. The enclosed proxy card and this Proxy
Statement are being mailed to shareholders on or about December 23, 2004
Shares eligible to be voted and for which a proxy card is properly signed
and returned at least 48 hours prior to the beginning of the Meeting will be
voted as directed. If directions are not given or directions are not in
accordance with the options listed on a signed and returned proxy card, such
shares will be voted FOR the proposal, which the Board of Directors recommends a
vote FOR. Unsigned or unreturned proxies, including those not returned by banks,
brokers, or other record holders, will not be counted for quorum or voting
purposes. You may revoke your proxy at any time prior to the exercise of
authority granted in the proxy by giving a written notice of revocation to the
Corporate Secretary, by submitting a subsequently dated, validly executed proxy,
or by voting in person.
As of December 20, 2004, the record date for determination of shareholders
entitled to vote at the Meeting, there were 4,638,004 of our ordinary shares
outstanding. Each ordinary share entitles the holder to one vote. The ordinary
shares have a par value of NIS 0.01 per share. The presence of two shareholders,
holding at least one third of our share capital voting rights, represented in
person or by proxy at the Meeting, will constitute a quorum.
Under the Israeli Companies Law, the election of Orna Berry as outside
director, requires the affirmative vote of the holders of a majority of the
ordinary shares represented at the Meeting, in person or by proxy and voting
thereon, provided that (i) at least one third of the non-controlling
shareholders represented and voting at the Meeting are included in the majority;
or (ii) that the total shareholdings of the non-controlling shareholders who
vote against their election do not represent more than 1% of the voting rights
in our company. If a shareholder fails to notify us as to whether he or she has
a controlling interest in the company, the shareholder may not vote and his vote
will not be counted with respect to Item 1. There will be a specific place on
the proxy card to indicate if you have a controlling interest with respect to
the election of the outside director in Item 1. Shareholders are asked to
indicate "yes or "no."
We will bear the cost of soliciting proxies from our shareholders. Proxies
will be solicited by mail and may also be solicited personally or by telephone
by our directors, officers and employees. We will reimburse brokerage houses and
other custodians, nominees and fiduciaries for their expenses in accordance with
the regulations of the Securities and Exchange Commission concerning the sending
of proxies and proxy material to the beneficial owners of stock.
You may vote by submitting your proxy with voting instructions by mail if
you promptly complete, sign, date and return the accompanying proxy card in the
enclosed self-addressed envelope to our transfer agent or to our registered
office in Israel at least 48 hours prior to the Meeting.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of December 20,
2004 regarding the beneficial ownership by (i) all shareholders known to us to
own beneficially more than 10% of our ordinary shares, (ii) each director and
nominee for director and (iii) all directors and executive officers as a group:
Number of Percentage of
Ordinary Shares Outstanding
Name Beneficially Owned (1) Ordinary Shares (2)
---- ---------------------- -------------------
Chaim Mer................................................. 2,000,954 (3) 43.14%
Alon Aginsky.............................................. -- --
Isaac Ben-Bassat.......................................... 689,214 (4) 14.86%
Dr. Yehoshua Gleitman..................................... -- --
Steven J. Glusband........................................ 7,944 (5) *
Yaacov Goldman ........................................... -- --
All directors and executive officers as a group
(8 persons)............................................. 2,760,612 (6) 58.64%
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* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Ordinary shares relating to
options currently exercisable or exercisable within 60 days of the date of
this table are deemed outstanding for computing the percentage of the
person holding such securities but are not deemed outstanding for computing
the percentage of any other person. Except as indicated by footnote, and
subject to community property laws where applicable, the persons named in
the table above have sole voting and investment power with respect to all
shares shown as beneficially owned by them.
(2) The percentages shown are based on 4,638,004 ordinary shares (excluding
10,800 ordinary shares held in treasury) issued and outstanding as of
December 20, 2004.
(3) Mr. Chaim Mer and his wife, Mrs. Dora Mer, are the holders of 244,821
ordinary shares, and are the beneficial owners of 1,744,453 ordinary shares
through their controlling interest in Mer Ofekim Ltd., 11,539 ordinary
shares through their controlling interest in Mer Services Ltd., 95 ordinary
shares through their controlling interest in Mer & Co. (1982) Ltd. and 46
ordinary shares through their controlling interest in C. Mer. Industries
Ltd.
(4) Includes 630,045 ordinary shares held by Ron Dan Investments Ltd., a
corporation controlled by Mr. Ben-Bassat.
(5) Includes 6,944 ordinary shares subject to currently exercisable stock
options.
(6) Includes 69,444 ordinary shares subject to currently exercisable stock
options.
I. ELECTION OF AN OUTSIDE DIRECTOR
(Item 1 on the Proxy Card)
Under the Israeli Companies Law, public companies that have offered shares
to the public in or outside of Israel are required to elect two outside
directors who must meet specified standards of independence. The outside
directors may not have any economic relationship with us. Among other
limitations, controlling shareholders of a company and their relatives or
employees cannot serve as outside directors. Outside directors are elected by
shareholders. The shareholders voting in favor of their election must include at
least one-third of the shares of the non-controlling shareholders of the company
who are present at the meeting. This minority approval requirement need not be
met if the total shareholdings of those non-controlling shareholders who vote
against the election of an outside director represent 1% or less of all of the
voting rights in the company.
2
Outside directors serve for a three-year term, which may be renewed for
only one additional three-year term. Outside directors can be removed from
office only by the same special percentage of shareholders as can elect them, or
by a court, and then only if the outside directors cease to meet the statutory
qualifications with respect to their appointment or if they violate their duty
of loyalty to the company. If, when an outside director is elected, all members
of the board of directors of a company are of one gender, the outside director
to be elected must be of the other gender.
Any committee of the board of directors must include at least one outside
director. An outside director is entitled to compensation as provided in
regulations adopted under the Israeli Companies Law and is otherwise prohibited
from receiving any other compensation, directly or indirectly, in connection
with such service.
Our Board of Directors proposes the election of Dr. Orna Berry as an
outside director (as defined by the Israeli Companies Law) to hold office for
three years until January 28, 2008 and until her successor is elected and
qualified. Should Dr. Orna Berry be unavailable for election, the proxies will
be voted for a substitute nominee designated by the Board of Directors. The
nominee is expected to be available.
Dr. Orna Berry, 55, is a Venture Partner in Gemini Israel Funds Ltd. and
since 2000 has served as Chairperson of Lambda Crossing, Ltd. and Riverhead
Networks, Inc., which was sold to Cisco in March 2004. Dr. Berry served as the
Chief Scientist of the Ministry of Industry and Trade of the Government of
Israel from 1997 to 2000 and Co-President of Ornet Data Communications
Technologies Ltd., a provider of high-speed switches, which has been acquired by
Siemens AG, from 1993 to 1997. From 1992 to 1993, Dr. Berry served as a
consultant to Intel Communications Division and Elbit Systems, Ltd. Dr. Berry
holds a B.A. in statistics and mathematics from Haifa University, an M.A. in
statistics and mathematics from Tel Aviv University and a Ph.D. in computer
science from the University of Southern California.
It is proposed that at the Meeting the following resolution be adopted:
"RESOLVED, that Dr. Orna Berry be elected as an outside director of Mer
Telemanagement Solutions Ltd. for a term of three years expiring on January 28,
2008."
The Board of Directors recommends a vote FOR the election of Dr. Berry as
an Outside Director.
OTHER MATTERS
The Board of Directors does not intend to bring any other matter before the
Meeting other than that specifically set forth in the Notice of the Meeting and
knows of no matters to be brought before the Meeting by others. If any other
matters properly come before the Meeting, it is the intention of the persons
named in the accompanying proxy to vote such proxy in accordance with the
judgment of the Board of Directors.
By Order of the Board of Directors,
Ori Shachar
Corporate Secretary
Dated: December 23, 2004
3
ITEM 2
MER TELEMANAGEMENT SOLUTIONS LTD.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Chaim Mer and Ori Shachar, or either of
them, attorneys or attorney of the undersigned, for and in the name(s) of the
undersigned, with power of substitution and revocation in each to vote any and
all ordinary shares, par value NIS 0.01 per share, of MER Telemanagement
Solutions Ltd. (the "Company"), which the undersigned would be entitled to vote
as fully as the undersigned could if personally present at the Extraordinary
Meeting of Shareholders of the Company to be held on January 28, 2005 at 10:00
a.m. at the principal offices of the Company, 22 Zarhin Street, Ra'anana 43662,
Israel and at any adjournment or adjournments thereof, and hereby revoking any
prior proxies to vote said shares, upon the following items of business more
fully described in the notice of and proxy statement for such Extraordinary
Meeting (receipt of which is hereby acknowledged):
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR (i) THE ELECTION OF THE NOMINEE FOR OUTSIDE
DIRECTOR IN PROPOSAL 1 SET FORTH ON THE REVERSE. VOTES CAST FOR THE NOMINEE FOR
OUTSIDE DIRECTOR WILL NOT BE COUNTED UNLESS YES OR NO HAS BEEN SPECIFIED WITH
RESPECT TO WHETHER THE SHAREHOLDER HAS A CONTROLLING INTEREST IN THE COMPANY.
(Continued and to be signed on the reverse side)
EXTRAORDINARY MEETING OF SHAREHOLDERS OF
MER TELEMANAGEMENT SOLUTIONS LTD.
January 28, 2005
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
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Pursuant to Israeli law, in order to ensure specific majority requirements we
are required to ask you if you have a controlling interest in the Company with
respect to the election of the nominee for outside director.
1. To elect Dr. Orna Berry as an outside director.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Do you have a controlling interest with respect to the election of Dr. Orna
Berry as an outside director? YES [ ] NO [ ]
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method. [ ]
Signature of Shareholder [ ] Date [ ]
Signature of Shareholder [ ] Date [ ]
Note:Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
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.
MER TELEMANAGEMENT SOLUTIONS LTD.
(Registrant)
By: /s/Eytan Bar
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Eytan Bar
President and
Chief Executive Officer
Date: December 28, 2004