BOS BETTER ONLINE SOLUTIONS LTD — Capital/Financing Update 2006

Dec 11, 2006

6-K 1 zk63203.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: \Backup\office\EDGAR Filing\BOS better online solutions Ltd\63203\a63203.eep Control Number: 63203 Rev Number: 1 Client Name: BOS better online solutions Ltd Project Name: 6-K Firm Name: Zadok-Keinan Ltd 6-K MARKER FORMAT-SHEET="Scotch Rule Top-TNR" FSL="Workstation" MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation"

FORM 6 – K

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SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

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Report of Foreign Issuer

Pursuant to Rule 13a - 16 or 15d -16 of the Securities Exchange Act of 1934

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For the Month of December 2006

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B.O.S. Better Online Solutions Ltd. (Translation of Registrant’s Name into English)

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100 BOS Road, Teradyon 20179, Israel (Address of Principal Corporate Offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x 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): _____

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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 o No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

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THIS FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-130048, 333-137153) AND FORM S-8 (NOS. 333-136957, 333-110696, 333-100971 AND 333-11650), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

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Attached hereto and incorporated by reference is the following Registrant’s press release:

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BOS Files Draft Registration Statement for a Proposed Rights Offering; Dated December 11, 2006.

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Signature

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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.

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B.O.S. Better Online Solutions Ltd. (Registrant) By: /s/ Shmuel Koren —————————————— Shmuel Koren President and CEO

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Dated: December 11, 2006

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BOS Files Draft Registration Statement for a Proposed Rights Offering

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Teradyon, Israel – (BUSINESS WIRE) December 11, 2006 – B.O.S. Better Online Solutions Ltd. (the “Company” or “BOS”) (NASDAQ: BOSC; TASE: BOSC) announced today that it has filed with the Securities and Exchange Commission and the Israeli Securities Authority a registration statement in respect of a proposed distribution of rights to purchase ordinary shares.

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All of the Company’s shareholders as of the record date, yet to be determined, will be offered the opportunity to participate in this rights offering.

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The registration statement covers the distribution of rights to purchase up to 2 million of the Company’s ordinary shares. If the offering is completed, BOS expects to raise up to a maximum amount of approximately $5 million, depending on market conditions. The terms of the proposed rights distribution are described in the prospectus included in the registration statement.

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The distribution of the rights is anticipated to commence as soon as reasonably practicable after the effective date of the registration statement, however there is no assurance that the Company will proceed with the distribution.

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The registration statement filed with the Securities and Exchange Commission has not yet become effective. The rights may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

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This release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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About BOS

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B.O.S. Better Online Solutions Ltd. (the “Company” or “BOS”) (NASDAQ:BOSC; TASE:BOSC) was established in 1990. Through its wholly owned subsidiaries, BOS activities are focused on two segments:

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Supply-Chain Solutions segment, based on Odem Electronic Technologies 1992 Ltd., providing solutions in RFID, semiconductors, electronic components, CCD, imaging, networking, telecom and automation fields. Software Solutions segment, with products marketed under the BOSaNOVA brand name. These products deliver instant and transparent connectivity from IBM iSeries computers to personal computers, thin clients and browsers.

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BOS is traded on NASDAQ and on the Tel-Aviv Stock Exchange. BOS website address is www.boscorporate.com.

For further information, please contact:

Mr. Zvi Rabin Tel. +972-50-5600140, e-mail: zvi@kwan.co.il

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The forward-looking statements contained herein reflect management's current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause the actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of BOS. These risk factors and uncertainties include, amongst others, the dependency of sales being generated from one or few major customers, the uncertainty of our being able to maintain current gross profit margins, inability to keep up or ahead of technology and to succeed in a highly competitive industry, inability to maintain marketing and distribution arrangements and to expand our overseas markets, uncertainty with respect to the prospects of legal claims against BOS; and additional risks and uncertainties detailed in BOS's periodic reports and registration statements filed with the U.S. Securities and Exchange Commission. BOS undertakes no obligation to publicly update or revise any such forward-looking statements to reflect any change in its expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.