MNDO

Business Context and Reporting Period

This Form 6-K filing by MIND C.T.I. LTD. (an Israeli foreign private issuer) covers the month of January 2001. The document serves as a notice and proxy statement for an Extraordinary General Meeting of Shareholders scheduled for February 12, 2001. The filing does not contain financial results for a specific reporting period but focuses on corporate governance matters required under the Israeli Companies Law.

Key Financial Metrics

The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity figures. The only financial data disclosed relates to proposed director compensation and insurance premiums:

• Proposed Outside Director Compensation: $8,000 annual fee plus $400 per meeting attended.
• Proposed Director Liability Insurance: Annual premium up to $200,000 for a policy with maximum coverage of $20,000,000.
• Share Capital: As of January 4, 2001, the Company had 19,916,220 Ordinary Shares and 650,000 Non-Voting Ordinary Shares outstanding.

Material Changes and Corporate Actions

The filing outlines four primary resolutions to be voted on by shareholders:

1. Election of Outside Directors: Proposal to elect Mr. Ami Amir and Mr. Amnon Neubach as outside directors for a three-year term, complying with Israeli law requirements for public companies.
2. Director Compensation: Approval of the specific fee structure for outside directors as noted above.
3. Indemnification and Insurance: Approval of terms to indemnify, exculpate, and insure directors against liabilities arising from their service, subject to legal limitations.
4. CEO/Chairperson Continuation: Approval for Monica Eisinger to continue serving simultaneously as President, Chairperson of the Board, and Chief Executive Officer for a three-year period.

Guidance, Risks, and Contingencies

The document does not provide financial guidance or an outlook on future business performance. Key governance risks and contingencies include:

• Regulatory Compliance: The election of outside directors and the dual role of the CEO/Chairperson are contingent upon specific shareholder voting thresholds mandated by the Israeli Companies Law, including separate approval from non-controlling shareholders.
• Personal Interest Voting: Shareholders are required to disclose if they have a "personal interest" in the indemnification resolution, which could affect the voting majority required for approval.
• Ownership Concentration: As of September 12, 2000, significant ownership was held by Monica Eisinger (24.5%), ADC Teledata Communications Ltd. (21.9%), and Lior Salansky (18.9%).

Important Facts for Investor Verification

• Verify the outcome of the February 12, 2001, shareholder meeting regarding the election of outside directors and the continuation of Monica Eisinger's dual role.
• Confirm the final approved compensation terms for outside directors and the actual cost of the director liability insurance policy.
• Review subsequent filings (e.g., Form 20-F) for the first available audited financial statements, as this 6-K contains no operational financial data.
• Monitor the composition of the Board of Directors to ensure compliance with the three-year term structure and the requirement for outside directors on the Audit Committee.