SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 5)

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP NUMBER)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

- with copies to -

Eliot D. Raffkind

Akin, Gump, Strauss, Hauer & Feld, L.L.P.

1700 Pacific Avenue, Suite 4100

Dallas, Texas 75201-4618

(214) 969-2800

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box  x.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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SCHEDULE 13D/A

This Amendment No. 5 (this “Amendment”) to the Schedule 13D (the “Schedule 13D”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”), and Mr. Phil Frohlich, the principal of Prescott Capital, relating to Ordinary shares, NIS 0.01 par value (the “Ordinary Shares”), of BluePhoenix Solutions Ltd., an Israeli company (the “Issuer”).

The Ordinary Shares held by Prescott Master Fund reported on this Schedule 13D were previously reported on a Schedule 13G/A filed with the Securities Exchange Commission on May 11, 2010 and a Schedule 13D filed with the Securities Exchange Commission on June 2, 2010, as subsequently amended on January 6, 2011, again on June 27, 2011, again on December 16, 2011 and again on April 27, 2012. Capitalized terms used herein but not defined have the respective meanings given to them in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended as follows:

As of August 31, 2012, the Small Cap Funds had invested $13,114,618 (inclusive of brokerage commissions) in Ordinary Shares of the Issuer. The source of these funds was the working capital of the Small Cap Funds.

Item 4 of the Schedule 13D is hereby amended by adding the following:

Pursuant to the Amended Loan Agreement, on August 31, 2012, the Reporting Persons converted their portion of the $5,000,000 loan amount plus accrued interest into 1,121,194 Ordinary Shares at a conversion price of $1.5634. In addition, pursuant to the Bridge Loan Agreement, the Reporting Persons are in the process of converting their portion of the $500,000 bridge loan amount plus accrued interest into 109,626 Ordinary Shares at a conversion price of $1.5634.

Item 5 of the Schedule 13D is hereby amended as follows:

(a) The aggregate percentage of Ordinary Shares reported to be owned by the Reporting Persons is based upon the sum of (i) 10,114,276 Ordinary Shares outstanding, which is the total number of Ordinary Shares outstanding as of September 10, 2012, as reported to the Reporting Persons by the Issuer, plus (ii) 109,626, the number of Ordinary Shares to be issued to the Reporting Persons following the conversion of the Reporting Persons’ share of the bridge loan amount plus accrued interest, plus (iii) 102,343, the number of Series A warrants exercisable to purchase Ordinary Shares held by the Reporting Persons.

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As of August 31, 2012, the Small Cap Funds beneficially owned approximately 2,497,188 Ordinary Shares, representing approximately 24.2% of the issued and outstanding Ordinary Shares of the Issuer. Such Ordinary Shares consist of (i) 2,285,219 Ordinary Shares, (ii) 109,626 Ordinary Shares to be issued to the Reporting Persons following the conversion of the Reporting Persons’ share of the bridge loan amount plus accrued interest, and (iii) Series A warrants exercisable to purchase 102,343 Ordinary Shares.

Prescott Capital, as the general partner of the Small Cap Funds, and Mr. Frohlich, as managing member of Prescott Capital, may also be deemed to beneficially own the 2,497,188 Ordinary Shares held by the Small Cap Funds, representing approximately 24.2% of the issued and outstanding Ordinary Shares of the Issuer.

Prescott Capital and Mr. Frohlich disclaim beneficial ownership of the Ordinary Shares held by the Small Cap Funds except to the extent of their pecuniary interest therein.

(b) By virtue of his position with Prescott Capital and the Small Cap Funds, Mr. Frohlich has the sole power to vote and dispose of the Ordinary Shares owned by the Small Cap Funds reported in this Schedule 13D.

The filing of this Schedule 13D shall not be construed as admission that Prescott Capital or Mr. Frohlich is for the purposes of Section 13(d) or 13(g) of the Act the beneficial owner of any of the 2,497,188 Ordinary Shares owned by the Small Cap Funds. Pursuant to Rule 13d-4, Prescott Capital and Mr. Frohlich disclaim all such beneficial ownership.

(c) As described above in Item 4 above, the transactions in the Issuer’s securities during the sixty days prior to the date hereof made by the Small Capital Funds and which may be attributed to the Reporting Persons are listed below. These transactions were effected through the conversion of loan amounts plus accrued interest into Ordinary Shares.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares.

(e) Not applicable.

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Signatures

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 12, 2012

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