RETALIX LTD.

More documents

Recommendations

Info

The following table sets forth, for the periods indicated, the high and low closing prices in NIS, of our ordinary shares on the Tel Aviv Stock Exchange. On July 21, 2006, the last reported sale price of our ordinary shares on the Tel Aviv Stock Exchange was NIS 74.91 per share. B. Plan of Distribution Not applicable. C. Markets Our ordinary shares are quoted on the Nasdaq Global Select Market under the symbol “RTLX”, and are quoted on the Tel Aviv Stock Exchange under the symbol “<strong>RETALIX</strong>”. 71 High Low 2001 NIS 72.00 NIS 34.81 2002 77.20 41.11 2003 101.40 43.25 2004 110.00 73.79 2005 122.40 90.95 2004: First Quarter NIS 110.00 NIS 89.90 Second Quarter 102.40 85.90 Third Quarter 93.71 73.79 Fourth Quarter 95.33 73.95 2005: First Quarter NIS 112.90 NIS 94.88 Second Quarter 116.10 90.95 Third Quarter 113.20 97.24 Fourth Quarter 122.40 107.60 2006: First Quarter NIS 122.40 NIS 109.00 Most recent six months: January 2006 NIS 121.40 NIS 115.20 February 2006 121.10 114.60 March 2006 121.00 109.00 April 2006 123.40 111.00 May 2006 115.10 106.60 June 2006 107.80 95.69 July 2006, through July 21, 2006 99.18 74.91
D. Selling Shareholders Not applicable. E. Dilution Not applicable. F. Expenses of the Issue Not applicable. ITEM 10 – ADDITIONAL INFORMATION A. Share Capital Not applicable. B. Memorandum and Articles of Association Our memorandum of association and articles of association were amended on November 1, 2005. The following is a summary description of certain provisions of our amended memorandum of association and articles of association, and certain relevant provisions of the Israel Companies Law which apply to us: We were first registered with the Israeli Registrar of Companies on March 5, 1982, as a private company. On November 7, 1994, we became a public company, and were assigned Public Company Number 520042029. Objects and Purposes Our objects and purposes include a wide variety of business purposes, and are set forth in detail in Section 2 of our memorandum of association, previously filed with the Securities and Exchange Commission. We are authorized to issue 30,000,000 ordinary shares par value NIS 1.0 per share, of which 19,498,621 ordinary shares were outstanding as of June 30, 2006. Directors According to our articles of association, our board of directors is to consist of not less than three and not more than ten directors, such number to be determined by a resolution of our shareholders. Election of Directors Directors, other than external directors, are elected by our shareholders at our annual general meeting of shareholders, or, in the event of vacancies, by our board of directors. In the event that any directors are appointed by our board of directors, their appointment is required to be ratified by the shareholders at the next shareholders’ meeting following the appointment. Our shareholders may remove a director from office. There is no requirement that a director own any of our shares or retire at a certain age. Remuneration of Directors Remuneration of directors is subject to the approvals required under the Companies Law as described below. Powers of the Board of Directors Our board of directors may resolve to take action by a resolution approved by a vote of a simple majority of the directors then in office and lawfully entitled to participate in the meeting and vote on the matter and who are present when such resolutions are put to a vote and voting thereon, provided that a quorum is constituted at the meeting. A quorum at a meeting of our board of directors requires the presence, in person or by any other means of communication by which the directors can hear each other simultaneously, of at least three of the directors then in office and who are lawfully entitled to participate in the meeting and vote on the matters brought before the meeting. Our board of directors may elect one director to serve as the Chairman of the board of directors to preside at the meetings of the board of directors, and may also remove such director or a chairman. 72
Page 1 and 2:
UNITED STATES SECURITIES AND EXCHAN
Page 3 and 4:
PART I TABLE OF CONTENTS Item 1. ID
Page 5 and 6:
PART II PART III G. Statement by Ex
Page 7 and 8:
ITEM 3 - KEY INFORMATION A. Selecte
Page 9 and 10:
the uncertainty regarding the adopt
Page 11 and 12:
changing customer needs; and frequ
Page 13 and 14:
If we are unsuccessful in establish
Page 15 and 16:
Antitrust scrutiny of e-marketplace
Page 17 and 18:
The dollar cost of our operations i
Page 19 and 20:
It could be difficult to enforce a
Page 21 and 22:
ITEM 4 - INFORMATION ON THE COMPANY
Page 23 and 24:
Our Market Opportunity The customer
Page 25 and 26:
Our solutions provide for both reta
Page 27 and 28: Leverage our integrated suite of pr
Page 29 and 30: Enterprise Headquarters Solutions:
Page 31 and 32: Retalix HQC - Retalix HQ for C-Stor
Page 33 and 34: • Ordering, receiving • Load ba
Page 35 and 36: StoreLine.net StoreLine.net is a th
Page 37 and 38: create and sustain customer interes
Page 39 and 40: The Retalix InSync Solution Portfol
Page 41 and 42: Customers Our software has been dep
Page 43 and 44: Direct Sales Our direct sales force
Page 46 and 47: ITEM 5 - OPERATING AND FINANCIAL RE
Page 48: The following table shows the impac
Page 51 and 52: Revenues from on-line application,
Page 54 and 55: Product Sales Product sales primari
Page 56 and 57: Gain Arising from Issuance of Share
Page 58 and 59: The increase in cost of product sal
Page 60 and 61: SFAS No. 154. In May 2005, the FASB
Page 62 and 63: The following table presents inform
Page 64 and 65: D. Trend Information Trends we iden
Page 66 and 67: Yoni Stutzen has served as our Exec
Page 68 and 69: The Companies Law and Nasdaq listin
Page 70 and 71: D. Employees Set forth are tables p
Page 72 and 73: Options granted under our Second 19
Page 74 and 75: ITEM 7 - MAJOR SHAREHOLDERS AND REL
Page 76 and 77: PalmPoint In December 2002, a legal
Page 80 and 81: The oversight of the management of
Page 82 and 83: A quorum in a general meeting consi
Page 84 and 85: In addition, provisions of the Comp
Page 86 and 87: The amount of a distribution with r
Page 88 and 89: Backup Withholding A U.S. holder ma
Page 90 and 91: The benefits available to an approv
Page 92 and 93: Generally, up until the 2006 tax ye
Page 94 and 95: The table below presents principal
Page 96 and 97: ITEM 15 - CONTROLS AND PROCEDURES P
Page 98 and 99: Our audit committee has adopted a p
Page 100 and 101: SIGNATURES The registrant hereby ce
Page 102 and 103: REPORT OF INDEPENDENT REGISTERED PU
Page 104 and 105: RETALIX LTD. CONSOLIDATED BALANCE S
Page 106 and 107: RETALIX LTD. STATEMENTS OF CHANGES
Page 108 and 109: RETALIX LTD. CONSOLIDATED STATEMENT
Page 110 and 111: RETALIX LTD. CONSOLIDATED STATEMENT
Page 112 and 113: NOTE 1 - SIGNIFICANT ACCOUNTING POL
Page 114 and 115: RETALIX LTD NOTES TO CONSOLIDATED F
Page 116 and 117: RETALIX LTD. NOTES TO CONSOLIDATED
Page 122 and 123: NOTE 2 - ACQUISITIONS (continued):
Page 124 and 125: NOTE 2 - ACQUISITIONS (continued):
Page 126 and 127: NOTE 4 - GOODWILL AND OTHER INTANGI
Page 128 and 129:
NOTE 6 - OTHER LIABILITIES: RETALIX
Page 130 and 131:
RETALIX LTD. NOTES TO CONSOLIDATED
Page 132 and 133:
Page 134 and 135:
NOTE 9 - SHAREHOLDERS’ EQUITY (co
Page 136 and 137:
NOTE 9 - SHAREHOLDERS’ EQUITY (co
Page 138 and 139:
NOTE 10 - TAXES ON INCOME (continue
Page 140 and 141:
Page 142 and 143:
Page 144 and 145:
Page 146 and 147:
Page 148 and 149:
NOTE 15 - SELECTED INCOME STATEMENT
Page 150 and 151:
RETALIX LTD. REPORT OF INDEPENDENT
Page 152 and 153:
Report of Independent Registered Pu
Page 154 and 155:
I, Barry Shaked, certify that: File
Page 156 and 157:
I, Danny Moshaioff, certify that: F
Page 158 and 159:
Certification Pursuant to Section 9
Page 160 and 161:
Consent of Independent Registered P
Page 162:
Retalix Holdings, Inc. Plano, Texas
show all

RETALIX LTD.

Create successful ePaper yourself

Delete template?

Save as template?