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 February 2012
Commission File Number 000-26495
Commtouch Software Ltd.
(Translation of registrant’s name into English)
4A 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 whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
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 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 ☒ |
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 and other US securities laws. In addition, 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; competitive factors including pricing pressures; technological developments, and products offered by competitors; the availability of resources from suppliers and other third parties; the ability of our OEM partners to successfully penetrate markets with products integrated with Commtouch technology; a slower than expected acceptance rate for our newer product offerings; availability of qualified staff; and technological difficulties and resource constraints encountered in developing new products, 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. Except as required by law, we undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.
Purposes of this Report
| 1. | Attached as Exhibit 99.1 is the company’s press release announcing financial results of the company for the fourth quarter and fiscal year 2012. | |
| 2. | Attached as Exhibit 99.2 is the company’s press release announcing the appointment of James Hamilton as a new director. | |
| 3. | As of December 31, 2011, the company had 24,093,617 Ordinary Shares outstanding. |
Information Incorporated by Reference
The GAAP financial statements included in the press release attached as Exhibit 99.1 to this Report on Form 6-K are hereby incorporated by reference into the Registrant's Registration Statements on Form S-8, Registration Nos. 333-94995, 333-141177, 333-65532, 333-151929 and 333-162104, and on Form F-3, Registration Nos. 333-88248, 333-109837, 333-111731, 333-111734, 333-117085, 333-131272 and 333-122407, 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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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) | |||
| Date: February 15, 2012 | By | /s/ Ron Ela | |
| Ron Ela | |||
| Chief Financial Officer | |||
Exhibit Index
| Exhibit Number | Description of Exhibit | |
| 99.1 | Press release of February 14, 2012 regarding release of fourth quarter and fiscal year 2012 financial results | |
| 99.2 | Press release of February 14, 2012 announcing the appointment of James Hamilton as a new director |
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