Form 6K Report of Foreign Private Issuer
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the
month of August 2006
Commission
File Number: 0-30628
ALVARION
LTD.
(Translation
of registrant’s name into English)
21A
Habarzel Street, Tel Aviv 69710, Israel
(Address
of principal executive office)
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 þ
Form
40-F o
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): ____
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): ____
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o
No
þ
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-___________
The
following are included in this report on Form 6-K:
| Exhibit |
Description |
Sequential
Page
Number
|
| |
|
|
|
1.
|
LETTER
TO SHAREHOLDERS
dated
August
14,
2006
|
4
|
| |
|
|
|
2.
|
PROXY
STATEMENT
dated
August
14,
2006
|
6
|
| |
|
|
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.
ALVARION
LTD.
Date:
August 17, 2006 By:
/s/ Dafna
Gruber
Name:
Dafna
Gruber
Title: Chief
Financial Officer
EXHIBIT
1
Contacts
Dafna
Gruber, CFO Carmen
Deville
+972
3
645 6252 +760-517-3188
+760-517-3187
dafna.gruber@alvarion.com carmen.deville@alvarion.com
FOR
IMMEDIATE RELEASE
To
Our Shareholders:
2005
was
an important transition year during which we continued to lead the market in
changing the magnitude, nature and distribution of wireless access. During
the
year we experienced the impact of a transition to WIMAX based products, which
affected revenue from our traditional products as we shipped BreezeMAX, our
WiMAX solution, throughout the year. BreezeMAX revenue in 2005 totaled over
$30
million and, according to industry analysts, we had an 80% share of the WiMAX
market in 2005. Since year-end, we continue to experience strong growth in
BreezeMAX revenues.
We
reported a substantial loss on a GAAP basis due primarily to higher operating
expenses reflecting the inclusion of interWAVE for a full year and continued
aggressive investment to expand our family of WiMAX solutions to include
additional frequencies, additional marketing activities with Tier 1 carriers,
and development to enable an array of new services including personal broadband
enabling unlimited communications anywhere, anytime. We are committed to
returning to profitability and generating positive cash flow and, subsequent
to
year-end we have made substantial progress in that regard, substantially
reducing CMU losses via a restructuring and refocusing of the
business.
For
a
detailed view of our 2005 financial results, we encourage you to refer to the
enclosed financial statements. Some of the additional business and financial
highlights of 2005 include:
| · |
Increased
broadband wireless access sales, including WiMAX, by
20%
|
| · |
Continued
gross margin improvement from 44% to
46%
|
| · |
Strong
balance sheet with $117
million in cash and equivalents
|
| · |
Continued
to lead the broadband wireless access market with about 30%
market share
|
| · |
First
to demonstrate a working CPE using Intel WiMAX chip and began shipping
in
Q3
|
| · |
Received
$7 million order under new frame agreement which includes WiMAX solutions
with Latin American operator
|
We
have
continued to meet every major target in our plan and, subsequent to year-end,
we
achieved several additional important milestones:
| · |
Shipped
our self-install WiMAX CPE and high-power base
stations
|
| · |
Fulfilled
our certification commitment
|
| · |
Introduced
a new version of our market-leading OFDM solution for the unlicensed
bands
|
| · |
Strategic
partnership with IBM to serve the municipal broadband
market
|
| · |
First
vendor to demonstrate a mobile WiMAX handoff with our 4Motion WiMAX
solution
|
| · |
Successful
interoperability of BreezeMAX base station with a variety of mobile
devices to demonstrate early technical success in mobile WiMAX
|
Going
forward, we will continue to capitalize on the traditional broadband wireless
access market. Our strong branding, our historic strength in addressing diverse
type of customers, application and geographies, our partnering capabilities,
our
strong local channel partners and excellent products indicate that we will
continue to be very successful in this market. In addition, we intend to
continue to lead the adoption of WiMAX for fixed and nomadic applications and
continue to invest in the future of portable and mobile WiMAX, while showing
progressive improvement in our financial results.
Sincerely
yours,
Tzvika
Friedman
EXHIBIT
2
Contacts
Dafna
Gruber, CFO Carmen
Deville
+972
3
645 6252 +760-517-3188
+760-517-3187
dafna.gruber@alvarion.com carmen.deville@alvarion.com
FOR
IMMEDIATE RELEASE
ALVARION
LTD.
21A
Habarzel Street
Tel
Aviv 69710, Israel
____________________
PROXY
STATEMENT
____________________
2006
ANNUAL GENERAL MEETING OF SHAREHOLDERS
This
Proxy Statement is furnished to the holders of ordinary shares, NIS 0.01 nominal
value (the "Ordinary Shares"), of Alvarion Ltd. ("Alvarion"
or the
"Company") in connection with the solicitation by the Board of Directors of
proxies for use at the 2006 Annual General Meeting of Shareholders (the
"Meeting"), or at any adjournment thereof, pursuant to the accompanying Notice
of 2006 Annual Meeting of Shareholders. The Meeting will be held on September
12, 2006
at 10:00
a.m. (Israel time), at the offices of the Company, 21A
Habarzel Street, Tel Aviv 69710, Israel, Tel: 972-3-6456262.
The
agenda of the Meeting will be as follows:
| 1. |
re-election
of Mr. Anthony Maher, Dr. Meir Barel and Mr. Oded Eran to the Company’s
Board of Directors;
|
| 2. |
re-election
of Prof. Raphael Amit as an external director to the Company’s Board of
Directors;
|
| 3. |
approval
of option grant to the Company’s
Directors;
|
| 4. |
approval
of the Chairman’s compensation;
|
| 5. |
approval
of the Company’s CEO Mr. Tzvika Friedman’s (a) annual compensation and (b)
annual bonus plan;
|
| 6. |
reappointment
of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global,
as the Company’s independent auditors for the period ending upon the next
Annual General Meeting of Shareholders and the authorization of the
Company’s Audit Committee and/or
the Board of Directors
to
set their remuneration; and
|
| 7. |
review
of the Company’s audited consolidated financial statements for the year
ended December 31, 2005.
|
The
Company currently is not aware of any other matters, which will come before
the
Meeting. If any other matters are presented properly at the Meeting, the persons
designated as proxies intend to vote upon such matters in accordance with their
best judgment.
A
form of
proxy for use at the Meeting and a pre-addressed postage-paid return envelope
for the proxy are enclosed. Shareholders may revoke the authority granted by
their execution of proxies at any time before the exercise thereof by filing
with the Company a written notice of revocation or duly executed proxy bearing
a
later date, or by voting in person at the Meeting. Unless otherwise indicated
on
the form of proxy, shares represented by any proxy in the enclosed form, if
the
proxy is properly executed by the holder thereof and received by the Company
not
less than two (2) hours prior to the time fixed for the Meeting, will be voted
in favor of all the matters to be presented to the Meeting, as described above.
On all matters considered at the Meeting, abstentions and broker non-votes
will
not be treated as either a vote "for" or "against" the matter, although they
will be counted in determining whether a quorum is present.
RECORD
DATE; OUTSTANDING VOTING SECURITIES; VOTING RIGHTS
Proxies
for use at the Meeting are being solicited by the Board of Directors of the
Company. Only shareholders of record at the close of business on August
15, 2006
will be
entitled to vote at the Meeting. Proxies are being mailed to shareholders on
or
about August
15, 2006, and
will
be solicited primarily by mail. However, certain officers, directors, employees
and agents of the Company, may solicit proxies by telephone, telegram or other
personal contact. The Company will bear the cost of the solicitation of the
proxies, including postage, printing and handling, and will reimburse the
reasonable expenses of brokerage firms and others for forwarding material to
beneficial owners of shares.
The
Company had outstanding as of August 11, 2006 61,096,426 Ordinary Shares, each
of which is entitled to one vote upon each of the matters to be presented at
the
Meeting. Two or more shareholders present in person or by proxy, or who have
delivered to the Company a deed of vote indicating their manner of voting,
and
who hold or represent in the aggregate at least 331/3
%
of the
voting power of the Company,
will
constitute a quorum at the Meeting.
BENEFICIAL
OWNERSHIP OF ORDINARY SHARES
As
of
August 11, 2006, based
on
the information provided to the Company by the shareholders or disclosed in
public filings with the Securities and Exchange
Commission, the Company is not aware of any person or entity that owns
beneficially more than 5% of the Company’s outstanding Ordinary
Shares.
ITEM
1 - RE-ELECTION OF DIRECTORS
At
the
Meeting, shareholders will be asked to re-elect Mr. Anthony Maher, Dr. Meir
Barel and Mr. Oded Eran to the Company’s Board of Directors, each for a term
expiring at the third Annual General Meeting of the shareholders of the Company
following the Meeting.
The
Company’s Articles of Association provide that a certain number of the Company’s
directors (excluding the External Directors) shall be elected each year at
the
Company’s Annual General Meeting, and, unless specifically determined otherwise,
each elected director shall serve, subject to the other provisions of the
Company’s Articles of Association and Israeli Companies Law, 5759-1999 (the
“Israeli
Companies Law”),
until
the third Annual General Meeting following the Meeting at which such director
was elected.
Mr.
Maher, Dr. Barel and Mr. Eran were previously elected for a term expiring at
this Annual General Meeting, and it is proposed that they be
re-elected.
A
brief
biography of each nominee is set forth below:
Mr.
Anthony Maher has
served as the chairman of our Board of Directors since March 2004. He was a
member of Floware’s board of directors from 1997 and until its merger with us
and has, since the merger, served as a member of our Board of Directors. In
March 2002, Mr. Maher joined Star Venture Management, a venture capital company,
as a partner. Until January 2002, Mr. Maher was a Member of the Executive
Management Board of the Information and Communication Networks Group of Siemens
AG. Since 1978, Mr. Maher has held various engineering, marketing and managerial
positions at Siemens. Prior to that, he was employed by Bell Telephone
Laboratories in Naperville, Illinois, contributing to hardware and software
design, as well as System engineering. Mr. Maher also serves as director of
Adva
Optical Networks, Inc., Wavecom Communications, Broadlight and Cube Optics
Inc.
Mr. Maher holds M.Sc. and B.Sc. degrees in Electrical Engineering and Physics
from the University of Illinois.
Dr.
Meir Barel served
as
the chairman of the board of directors of Floware from its inception until
its
merger with us in August 2001, and has, since the merger, served as vice
chairman of our Board of Directors. Dr. Barel also served as a director of
BreezeCOM between 1994 and 2000. Dr. Barel is the founder and managing partner
of Star Venture Management, a venture capital company, which was founded in
1992, and SVM Star Venture Capital Management Ltd. From 1988 to 1992, Dr. Barel
was a managing director of TVM Techno Venture Management, Munich. Prior to
1986,
Dr. Barel served in various German and Israeli companies involved in factory
automation, computer design and data communication. Dr. Barel received a
doctorate in Electrical Engineering from the Data Communication Department
of
the Technical University of Aachen, Germany.
Mr.
Oded Eran
has
served as a member of our Board of Directors since September 2003. Mr. Eran
is a
corporate lawyer, who has been a member of the Israeli law firm of Goldfarb,
Levy, Eran, Meiri & Co. since 1986. From 1983 to 1986 Mr. Eran was an
associate at the New York law firm of Kronish, Lieb, Weiner & Hellman. Mr.
Eran is a member of the Israeli Bar (1981) and the New York Bar (1984). He
holds
LLB and LLM degrees from the Tel Aviv University Faculty of Law.
Vote
Required
The
affirmative vote of the holders of a majority of the voting power represented
at
the Meeting in person or by proxy and voting thereon is necessary for approval
of the following resolution.
It
is
proposed that at the Meeting, the following resolution be
adopted:
“RESOLVED,
that
Mr.
Anthony Maher, Dr. Meir Barel and Mr. Oded Eran be
re-elected to the Board of Directors of the Company, effective immediately,
each
for a term
expiring
at the third Annual General Meeting of shareholders of the Company following
the
Meeting.”
The
Board of Directors recommends a vote FOR approval of the proposed resolution.
Since Mr. Maher, Dr. Barel and Mr. Eran have a personal interest in the
foregoing proposed resolution, they refrain from making a recommendation with
respect to their own re-election.
ITEM
2 - RE-ELECTION OF PROF. AMIT AS AN EXTERNAL DIRECTOR
Companies,
such as us, that were incorporated under the laws of the State of Israel and
the
shares of which were offered to the public, are required by the Israeli
Companies Law to have at least two External Directors. To qualify as an External
Director, an individual may not have, and may not have had at any time during
the previous two years, any affiliation with the Company or its controlling
persons, as such terms are defined in the Israeli Companies Law. In addition,
no
individual may serve as an External Director if the individual’s position or
other activities create or may create a conflict of interest with his or her
role as an External Director. For a period of two years from the expiration
or
termination of an External Director’s term of office, the company may not
appoint a former External Director as a director or employee of the Company
or
receive professional services from such former External Director for
compensation.
The
External Directors are required to be elected by the shareholders. The term
of
an External Director is three years and may be extended for an additional three
year period. All of the External Directors of a company must be members of
its
Audit Committee and each other committee of a company’s Board of Directors must
include at least one External Director.
At
the
Meeting the shareholders will be asked to re-elect Prof. Raphael Amit, who
has
served as one of our external directors over the past three years, as an
External Director to our Board of Directors for an additional term of three
years. We have received the declaration required from Prof. Amit under Israeli
law according to which he meets all the conditions required under the Israeli
Companies Law for him to qualify as our External Director.
A
brief
biography of the nominee is set forth below:
Professor
Raphael Amit has
served as one of our external directors since September 2003. He serves on
the
Audit and on the Compensation Nominating and Governance committees. Professor
Amit is the Board’s financial expert (as defined in the Nasdaq rules and
regulations). Prior to joining Alvarion’s Board, Professor Amit served as
Chairman of the Board of Directors of Creo Products Inc (NASDAQ: CREO until
May
2005) and a member of the Audit committee and the Compensation, Nominating,
and
Governance committee. Professor Amit has been the Robert B. Goergen Professor
of
Entrepreneurship and a Professor of Management at the Wharton School of the
University of Pennsylvania since July 1999. Professor Amit also serves as the
Academic Director of Wharton’s Goergen Entrepreneurial Management Programs.
Prior thereto, Professor Amit was the Peter Wall Distinguished Professor at
the
Faculty of Commerce and Business Administration, University of British Columbia
(UBC), where he was the founding director of the W. Maurice Young
Entrepreneurship and Venture Capital Research Center. From 1983 to 1990,
Professor Amit served on the faculty of the J.L. Kellogg Graduate School of
Management at Northwestern University, where he received the J.L. Kellogg
Research Professorship and the Richard M. Paget Research Chair in Business
Policy. Professor Amit holds B.A. and M.A. degrees in Economics from the Hebrew
University and a Ph.D. in Management from the Northwestern University’s J.L.
Kellogg Graduate School of Management. Professor Amit serves on the editorial
boards of the Strategic Management Journal and The European Journal of
Management. Professor Amit has served as a consultant to a broad range of
organizations in North America and Europe on strategic, entrepreneurial
management and new venture formation issues.
Vote
Required
The
election of External Directors requires the affirmative vote of a majority
of
the shares present, in person or by proxy, and voting on the matter, including
at least one third of the shares of non-controlling shareholders voted on the
matter (unless the total number of shares of non-controlling shareholders voted
against the election of the External Directors does not exceed one percent
of
the outstanding Ordinary Shares).
It
is
proposed that at the Meeting, the following resolution be adopted:
“RESOLVED,
that
Prof.
Raphael Amit be
re-elected as an External Director to our Board of Directors for a term of
three
years following the Meeting.”
The
Board of Directors recommends a vote FOR approval of the proposed resolution.
Since Prof. Amit has a personal interest in the foregoing proposed resolution,
he refrains from making a recommendation with respect to such
resolution.
ITEM
3 - APPROVAL OF OPTION GRANT TO DIRECTORS
The
Company wishes to form an approved compensation plan for its directors (the
“Plan”). According to such Plan, each director, other than any director who is
an executive officer of the Company, upon his or her election or re-election
will be granted 10,000 options per each year of the term for which he or she
was
elected or re-elected. The options shall be granted pursuant to the Company’s
option plans and shall be granted from Company’s existing pool of available
options.
Pursuant
to the
Israeli Companies Law, the payment of compensation, including any grant of
any
stock option to directors, requires the approval of the shareholders of the
Company, in addition to the approval of the Company’s Audit Committee, followed
by the approval of the Board of Directors.
The
Company’s Audit Committee as well as the Company’s Compensation, Nominating and
Corporate Governance Committee and Board
of
Directors resolved, subject to the Company’s shareholders’ approval, that: a
stock based compensation plan for all Directors (including the Chairman and
excluding a director who is an executive offcer of the Company) shall be set
according to which all directors be automatically granted, upon his or her
election or re-election, 10,000 options per each year of the term for which
he
or she is elected or re-elected. The options shall be granted pursuant to the
Company’s option plans and shall be granted from the Company’s then existing
pool of available options. Such options shall vest in quarterly installments
over the term for which the director is elected or re-elected, commencing at
the
end of the third month following the date of election or
re-election.
The
exercise price per share of these options shall be equal to the closing price
of
the Company’s Ordinary Shares as reported on the Nasdaq National Market on the
last trading day immediately preceding the date of the election or
re-election.
Pursuant
to the
Israeli Companies Law, the payment of compensation, including any grant of
any
stock option to directors, requires the approval of the Company’s Audit
Committee, followed by the approval of the Board of Directors, and then by
the
shareholders. The Company’s Audit Committee as well as the Company’s
Compensation, Nominating and Corporate Governance Committee approved the Plan
on
August 1, 2006 and the Company’s Board of Directors approved the Plan on August
1, 2006. Accordingly, the adoption of the above resolutions of the Company’s
Audit Committee, the Compensation, Nominating and Corporate Governance Committee
and Board of Directors with respect to the directors’ compensation plan is
subject to the approval of the Company’s shareholders, which shall be sought at
the Meeting.
Vote
Required
The
affirmative vote of the holders of a majority of the voting power represented
at
the Meeting in person or by proxy and voting thereon is necessary for approval
of the following resolution.
It
is
proposed that at the Meeting the following resolution be adopted:
“RESOLVED,
to
adopt a
compensation plan for Directors, according to which, each director (including
the Chairman and excluding a director who is an executive officer of the
Company), shall be automatically granted upon his or her election or re-election
10,000 options per each year of the term for which he or she was elected or
re-elected. The options shall be granted pursuant to the Company’s effective
option plans and shall be granted from the Company’s then existing pool of
available options. Such options shall vest in quarterly installments over the
term for which the director is elected or re-elected, commencing at the end
of
the third month following the date of election or re-election.
The
exercise price per share for these options shall be equal to the closing price
of the Company’s Ordinary Shares as reported on the Nasdaq National Market on
the last trading day immediately preceding the date of the election or
re-election.”
The
Board of Directors recommends a vote FOR approval of the proposed
resolution.
ITEM
4 - APPROVAL OF THE CHAIRMAN COMPENSATION
At
the
Meeting, the shareholders will be asked to approve the new annual compensation
for the Company’s Chairman of the Board of Directors.
The
Company’s Audit Committee as well as the Company’s Compensation, Nominating and
Corporate Governance Committee and Board of Directors recommend that the
remuneration payable to the Company’s Chairman of the Board of Directors be set
at US$ 120,000 per year, which fee shall cover Chairman’s active contribution to
the Company as well as the participation of the Chairman in all meetings of
the
Board of Directors and committees of the Board of Directors during the year.
Pursuant
to the
Israeli Companies Law, the payment of compensation to directors requires the
approval of the Company’s Audit Committee, followed by the Board of Directors,
and then by the shareholders. The Company’s Audit Committee as well as the
Company’s Compensation, Nominating and Corporate Governance Committee approved
the proposed Chairman’s remuneration on August 1, 2006 and the Company’s Board
of Directors has approved the proposed Chairman’s remuneration on August 1,
2006. Accordingly, the adoption of the above resolutions of the Company’s Audit
Committee as well as the Company’s Compensation, Nominating and Corporate
Governance Committee and Board of Directors with respect to the compensation
of
directors is
subject to approval of the Company’s shareholders, which shall be sought at the
Meeting.
Vote
Required
The
affirmative vote of the holders of a majority of the voting power represented
at
the Meeting in person or by proxy and voting thereon is necessary for approval
of the following resolution.
It
is
proposed that at the Meeting the following resolution be adopted:
“RESOLVED,
that
the
compensation payable to the Chairman of the Board of Directors of the Company
be
set at an amount equal to US$ 120,000 per year, which fee shall cover the
Chairman's active contribution to the Company as well as the participation
of
the Chairman in all meetings of the Board of Directors and committees of the
Board of Directors during the year.”
The
Board of Directors recommends a vote FOR approval of the proposed
resolution.
Since
Mr. Maher has a personal interest in the foregoing proposed resolution, he
refrains from making a recommendation with respect to such
resolution.
ITEM
5 - APPROVAL OF MR. TZVIKA FRIEDMAN’S ANNUAL COMPENSATION AND ANNUAL BONUS
PLAN
At
the
Meeting, the shareholders will be asked to approve the payment to Mr. Tzvika
Friedman, the Company’s President and Chief Executive Officer, of the
following:
(a)
annual compensation in an amount equal to the NIS equivalent of US$265,000
(b)
an
annual bonus of up to $75,000, as set forth in Appendix A to this Proxy
Statement, which is incorporated herein by reference.
Under
the
Israeli Companies
Law, because Mr. Friedman is a member of our Board of Directors, compensation
and bonuses payable to him require the approval of the Company’s Audit
Committee, followed by the approval of the Board of Directors, and then by
the
shareholders. The Company’s Audit Committee as well as the Company’s
Compensation, Nominating and Corporate Governance Committee approved the annual
compensation and the bonus plan on August 13, 2006 and the Board of Directors
approved the annual compensation and bonus for 2006 on August 13, 2006.
Accordingly, at the Meeting, the shareholders will be asked to approve the
annual bonus.
Vote
Required
The
affirmative vote of the holders of a majority of the voting power represented
at
the Meeting in person or by proxy and voting thereon is necessary for approval
of the following resolution.
It
is
proposed that at the Meeting the following resolutions be adopted:
(a)
“RESOLVED, that
the
annual compensation payable to Mr. Tzvika Friedman shall be the NIS equivalent
of US $265,000.”
(b)
“RESOLVED, that
an
annual bonus plan of up to $75,000 shall be paid to Mr. Friedman as set forth
in
Appendix A to the Proxy Statement.”
The
Board of Directors recommends a vote FOR approval of the proposed resolution.
Since Mr. Friedman has a personal interest in the foregoing proposed resolution,
he refrains from making a recommendation with respect to such
resolution.
ITEM
6 - REAPPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS
At
the
Meeting, the shareholders will be asked to approve the reappointment of Kost
Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the
Company’s independent auditors for the period ending at the Company’s next
Annual General Meeting of Shareholders.
The
Company’s Audit Committee and Board
of
Directors have recommended, subject to the Company’s shareholders’ approval,
that Kost Forer Gabbay & Kasierer be appointed as the Company’s independent
auditors for the period ending at the Company’s next Annual General Meeting of
Shareholders.
The
shareholders will also be asked to authorize the Audit Committee and/or the
Board of Directors upon recommendation of the Audit committee to fix the
remuneration of the auditors as contemplated by the U.S. Sarbanes-Oxley Act.
A
representative of the auditors will be present at the Meeting and will be
available to respond to appropriate questions by the shareholders. In addition,
at the Meeting, the shareholders will receive a report with respect to the
compensation of Kost Forer Gabbay & Kasierer for the year ended December 31,
2005.
Vote
Required
The
affirmative vote of the holders of a majority of the voting power represented
at
the Meeting in person or by proxy and voting thereon is necessary for approval
of the following resolutions.
It
is
proposed that at the Meeting the following resolutions be adopted:
“RESOLVED,
that
Kost
Forer Gabbay & Kasierer, a member of Ernst & Young Global, be
appointed as the independent auditors of the Company for
the
period ending upon the next annual general meeting of shareholders.”
“RESOLVED
FURTHER,
that the
Audit Committee and/or the Board of Directors of the Company upon recommendation
of the Audit Committee be authorized to fix the remuneration of the independent
auditors.”
The
Board of Directors recommends a vote FOR approval of the proposed
resolutions.
ITEM
7 - REVIEW OF THE COMPANY’S AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR YEAR
ENDED DECEMBER 31, 2005
At
the
Meeting, the audited consolidated financial statements of the Company for the
year ended December 31, 2005 and the Auditors’ Report in respect thereto will be
reviewed and the auditors will answer appropriate questions.
ITEM
8 - OTHER
BUSINESS
Management
knows of no other business to be transacted at the Meeting. However, if any
other matters are presented properly at the Meeting, the persons designated
as
proxies intend to vote upon such matters in accordance with their best
judgment.
By
Order
of the Board of Directors,
/s/
Anthony
Maher
Anthony
Maher,
Chairman
Dated:
Monday August 14, 2006
ANNEX
A
Mr.
Tzvika Friedman Bonus Plan
Mr.
Friedman’s annual bonus shall be restated as follows:
The
Bonus Plan for 2006:
|
Bonus
|
Conditioned
upon
|
|
$25,000
|
Reducing
CMU loss below $1 million per quarter in at least one of the last
two
quarters of 2006
|
|
$25,000
|
2006
total BreezeMAX product shipments reached $65 million
|
|
$25,000
|
Receipt
of at least 3 tier one customer purchase orders during
2006
|
Maximum
bonus $75,000
20