Business Context and Reporting Period
This Form 6-K filing by B.O.S. Better Online Solutions Ltd. (BOS), an Israeli company, serves as a notice of the Annual General Meeting of Shareholders scheduled for December 22, 2010. The filing incorporates by reference the Proxy Statement and Notice of Meeting. The document focuses on corporate governance matters, specifically the election of directors and the reappointment of auditors, rather than reporting operational or financial results for a specific period.
Key Financial Metrics
The filing does not contain revenue, profit, cash flow, margin, debt, or liquidity data for the current period. The only financial figures disclosed relate to historical compensation and audit fees:
- Director and Officer Compensation (FY 2009): Total compensation for all directors and officers (14 persons) was $1,489,557 in salaries, fees, and commissions, plus $115,706 in pension and retirement benefits. This includes $343,770 in stock-based compensation.
- Audit Fees: Fees paid to Kost, Forer, Gabbay, and Kasierer (Ernst & Young International) were $81,000 for the year ended December 31, 2009, and $134,166 for the year ended December 31, 2008.
- Share Capital: As of November 5, 2010, the company had 2,751,810 Ordinary Shares issued and outstanding.
Material Changes
The filing does not report material changes in financial performance or operations. The primary changes disclosed are corporate in nature:
- Board Composition: The company is proposing the election of six directors, including Mr. Luis Gutierrez Roy, who joined the board in October 2010.
- Audit Fees: Total fees paid to the independent auditor decreased from $134,166 in 2008 to $81,000 in 2009.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. It does not disclose specific risks or contingencies beyond standard corporate governance procedures. The document notes that the audited Consolidated Financial Statements for the fiscal year ended December 31, 2009, were previously filed on Form 20-F on June 30, 2010.
Investor Verification Checklist
- Verify the outcome of the Annual General Meeting held on December 22, 2010, regarding the election of the six proposed directors.
- Review the Form 20-F filed on June 30, 2010, for the full audited financial statements for the fiscal year ended December 31, 2009, as this 6-K does not contain them.
- Confirm the status of the convertible loans and warrants held by major shareholders (Catalyst Fund, Dimex Systems, and Telegraph Hill Capital Fund) as detailed in the "Principal Shareholders" section.
- Check for any subsequent filings regarding the reappointment of Kost, Forer, Gabbay, and Kasierer as independent auditors.