20-F/A 1 d359353d20fa.htm 20-F/A 20-F/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F/A

Amendment No. 1

 

 

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report _____________

For the transition period from _________ to __________

Commission File Number 000-31513

 

 

VIRYANET LTD.

(Exact name of Registrant as specified in its charter)

 

 

Israel

(Jurisdiction of incorporation or organization)

8 HaMarpe St.

Har Hotzvim

P.O. Box 45041

Jerusalem 91450

Israel

(Address of principal executive offices)

Memy Ish-Shalom

8 HaMarpe St.

Har Hotzvim

P.O. Box 45041

Jerusalem 91450

Israel

Telephone +972-2-584-1000

Facsimile: +972-2-581-5507

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Ordinary Shares, par value NIS 5.0 per share

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2011, the Registrant had 3,778,745 shares outstanding, comprised of 3,451,948 Ordinary Shares and 326,797 Preferred A Shares.

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    x  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    ¨  Yes    x  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer  ¨        Accelerated filer  ¨            Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

x  U.S. GAAP

   

¨  International Financial Reporting Standards as issued by the International Accounting

      Standards Board

    ¨   Other   

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

 

 

EXPLANATORY NOTE

This Amendment No. 1, or the Amendment, to the Annual Report on Form 20-F for the year ended December 31, 2011, filed on May 14, 2012 with the Securities and Exchange Commission, or the Report, is being filed by ViryaNet Ltd., or the Company, to amend the Report for the sole purpose of furnishing Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of the Securities and Exchange Commission’s Regulation S-T. In accordance with the applicable grace period, the Interactive Data File disclosure in Exhibit 101 is being furnished less than 30 days after the due date for the Report.

The Company notes that the Interactive Data File disclosure in Exhibit 101 includes a correction to a typographical error that inadvertently appeared in the Report. On page F-5 of the Company’s consolidated financial statements that were included in the Report pursuant to Items 8 and 18, in the Company’s Consolidated Statements of Operations, in the column for the year ended December 31, 2010, for the “Weighted average number of shares used in computing diluted net earnings (loss) per share,” the number that mistakenly appeared was “3,3,884,201.” That number should have been “3,884,201.” The corrected number is reflected in the Interactive Data File disclosure that appears in Exhibit 101.

Other than as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Report, or reflect any events that have occurred after the Report was originally filed.

Item 19. Exhibits

 

Exhibit

Number

   

Description of Document

   

Location of Document

1.1    Memorandum of Association of the Company (English translation) dated March 8, 1988    Filed as Exhibit 3.1 to the Company’s Registration Statement on Form F-1, SEC File No. 333-42158, and incorporated herein by reference.
1.2    Amended Articles of Association of the Company    Filed as Exhibit 4(a)(26) to the Company’s annual report on Form 20-F for the year ended December 31, 2007 and incorporated herein by reference.
4.1    Letter dated December 22, 2005 between the Company and Bank Hapoalim Ltd.    Translated from the Hebrew original. Filed as Exhibit 4(a)(23) to the Company’s annual report on Form 20-F for the year ended December 31, 2005 and incorporated herein by reference.
4.2    Letter dated August 29, 2007, between the Company and Bank Hapoalim Ltd.    Translated from the Hebrew original. Filed as Exhibit 4(a)(26) to the Company’s annual report on Form 20-F for the year ended December 31, 2006 and incorporated herein by reference.
4.3    Purchase Agreement, and Amended and Restated Notes dated August 5, 2005 by and between the Company and LibertyView Special Opportunities Fund LP, and exhibits thereto    Filed as Exhibit 4(a)(21) to the Company’s annual report on Form 20-F for the year ended December 31, 2005 and incorporated herein by reference.
4.4    Equity and Convertible Note Financing Agreements dated December 19, 2007 by and among the Company and the investors identified in such agreements, and exhibits thereto    Filed as Exhibit 4(a)(27) to the Company’s annual report on Form 20-F for the year ended December 31, 2007 and incorporated herein by reference.
4.5    A new Lease agreement reducing the current Company premises leased in Jerusalem, Israel, to an area of approximately 7,600 square feet of office space, dated February 25, 2002 (as summarized and translated into English).    Filed as Exhibit 4(a) to the Company’s annual report on Form 20-F for the year ending December 31, 2001 and incorporated herein by reference.
4.6    Lease for approximately 6,000 square feet of office space in Jerusalem, Israel    Filed as Exhibit 4.12.3 to the Company’s annual report on Form 20-F for the year ended December 31, 2008 and incorporated herein by reference.
4.7    Lease for approximately 13,807 square feet in Southborough, Massachusetts.    Filed as Exhibit 10.15 to the Company’s Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference.
4.8    Second Amendment and Extension of Lease for approximately 10,000 square feet of office space in Southborough, Massachusetts    Filed as Exhibit 4(a)(29) to the Company’s annual report on Form 20-F for the year ended December 31, 2007 and incorporated herein by reference.
4.9    Form of Indemnification Agreement entered into with directors and officers of the Company.    Filed as Exhibit 10.16 to the Company’s Registration Statement on Form F-1, No. 333-42158 and incorporated herein by reference.

Exhibit

Number

   

Description of Document

   

Location of Document

4.11    The Company’s 2005 International Share Option and Restricted Share Plan and Israeli Share Option and Restricted Share Plan    Filed as Exhibit 4(c)(8) to the Company’s annual report on Form 20-F for the year ended December 31, 2005 and incorporated herein by reference.
4.12    Lease for approximately 10,372 square feet in Westborough, Massachusetts    Filed as Exhibit 4.12 to the Company’s annual report on Form 20-F for the year ended December 31, 2010 and incorporated herein by reference.
4.13   

Share Purchase Agreement dated as of June 30, 2011, by and Between the Company and Jerusalem Technology

Investments Ltd.

    Filed as Exhibit 4.12 to the Company’s annual report on Form 20-F for the year ended December 31, 2010 and incorporated herein by reference.
4.14    Loan agreement with Bank Hapoalim dated December 18, 2011    Translated from the original Hebrew document. Filed with the original filing of the Report.
4.15    Loan agreements with Bank Otsar Ha-Hayal Dated July 6, 2011 and September 6, 2011    Translated from the Original Hebrew document. Filed with the original filing of the Report.
12.1    Certification of Chief Executive Officer (serving as co-principal executive officer) pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act    Filed with the original filing of the Report.
12.2    Certification of Executive Chairman (serving as co-principal executive officer) pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act    Filed with the original filing of the Report.
12.3    Certification of Chief Financial Officer pursuant to Rule 13a- 14(a)/Rule 15d-14(a) under the Exchange Act    Filed with the original filing of the Report.
13    Certification of Chief Executive Officer, Executive Chairman and Chief Financial Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350    Filed with the original filing of the Report.
15.1    Consent of Arik Eshel, CPA & Assoc., PC    Filed with the original filing of the Report.
15.2    Consent of Nexia ASR, for the audit of ViryaNet Pty Ltd.    Filed with the original filing of the Report.
101.INS*    XBRL Instance Document    Furnished herewith.
101.SCH*    XBRL Taxonomy Extension Schema Document    Furnished herewith.
101.CAL*    XBRL Taxonomy Extension Calculation Linkbase Document    Furnished herewith.
101.DEF*    XBRL Taxonomy Extension Definition Linkbase Document    Furnished herewith.
101.LAB*    XBRL Taxonomy Extension Label Linkbase Document    Furnished herewith.
101.PRE*    XBRL Taxonomy Extension Presentation Linkbase Document    Furnished herewith.

* XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its annual report on its behalf.

 

VIRYANET LTD.
By:   /S/    MEMY ISH-SHALOM        
 

Memy Ish-Shalom

Chief Executive Officer

Date: May 29, 2012