FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2005
Commission File Number 000-26495
Commtouch Software Ltd.
(Translation of registrant's name into English)
1A Hazoran Street
Poleg Industrial Park, P.O. Box 8511
Netanya 42504, Israel
011-972-9-863-6888
(Address of principal executive offices)
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes |_| |
No |X| |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes |_| |
No |X| |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F |X| |
Form 40-F |_| |
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_| |
No |X| |
COMMTOUCH SOFTWARE LTD.
FORM 6-K
Forward-Looking Statements
This Report on Form 6-K contains forward-looking statements, including projections about our business, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. For example, statements in the future tense, and statements including words such as "expect", "plan", "estimate", anticipate", or "believe" are forward-looking statements. These statements are based on information available to us at the time of the Report; we assume no obligation to update any of them. The statements in this Report are not guarantees of future performance and actual results could differ materially from our current expectations as a result of numerous factors, including business conditions and growth or deterioration in the Internet market, commerce and the general economy, both domestic as well as international; fewer than expected new-partner relationships; fewer than expected license agreements resulting from Commtouch's exclusive rights to market DCC; competitive factors including pricing pressures; technological developments, and products offered by competitors; the ability of our OEM partners to successfully penetrate markets with products integrated with Commtouch technology; a slower than expected acceptance rate for real time AV solutions in general and the Commtouch Zero-Hour™ Virus Protection product in particular; availability of qualified staff for expansion; technological difficulties and resource constraints encountered in developing new products, such as the Zero Hour solution; and the failure of Commtouch to meet The NASDAQ Capital Market's listing standards in the future, as well as those risks described in the company's Annual Reports on Form 20-F and reports on Form 6-K, which are available through www.sec.gov.
Purposes of this Report
| 1. | Attached as Exhibit 99.1 hereto is the company's press release announcing financial results of the company for the third quarter 2005.
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| 2. | Attached as Exhibit 99.2 hereto is a revised version of the Securities Purchase Agreement ("SPA") filed as Exhibit 99.2 to the Company's Report of Foreign Private Issuer on Form 6-K for the month of October 2005 ("October Form 6-K"). The revised version of the SPA accounts for a change in the total purchase prices and resulting amounts of shares and warrants purchased by Mr. Yehuda Keren and Mr. Ilan Raviv (see the Schedule of Buyers to said exhibit). The SPA filed as an exhibit to the October Form 6-K reflected total purchase prices of $250,000 attributable to each of Mr. Keren and Mr. Raviv, whereas the revised SPA reflects a total purchase price of $260,000 by Mr. Keren and $240,000 by Mr. Raviv. The revised SPA filed hereunder supersedes the SPA filed under the October Form 6-K. |
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Information Incorporated by Reference
The information in this Report on Form 6-K is incorporated by reference into all Registration Statements which we have filed or which we will file in the future under the Securities Act of 1933, as amended, which permit such reports to be so incorporated.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| COMMTOUCH SOFTWARE LTD. | ||||
| (Registrant) | ||||
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Date: November 16, 2005 |
By ______________________________________ | |||
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Devyani Patel |
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VP of Finance |
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Exhibit Index
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Exhibit Number |
Description of Exhibit |
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99.1 |
Press release of November 15, 2005 |
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99.2 |
Securities Purchase Agreement of October 2, 2005 (updated) |
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