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 2017
Commission File Number 000-20181
SAPIENS INTERNATIONAL CORPORATION N.V.
(Translation of registrant’s name into English)
Azrieli Center
26 Harukmim St.
Holon, 5885800 Israel
(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 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): 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)(7): o
CONTENTS
Rating for Non-Convertible Debentures
On August 13, 2017, Sapiens International Corporation N.V. (“Sapiens”) filed with the Israeli Securities Authority (“ISA”) and the Tel Aviv Stock Exchange (“TASE”) a rating report (the “Rating Report”) published by Ma’alot S&P Global (a part of the global rating firm Standard & Poor's Financial Services LLC) with respect to each of Sapiens and the new series of Sapiens’ debentures—Series B Debentures (the “Debentures”)—that Sapiens is considering offering publicly in Israel, pursuant to Sapiens’ Israeli shelf prospectus (the “Israeli Shelf Prospectus”). Sapiens’ filing of the Israeli Shelf Prospectus, and its report to the ISA and TASE that it is considering offering the Debentures, were described in the Report of Foreign Private Issuer on Form 6-K (a “Form 6-K”) that Sapiens furnished to the SEC on August 7, 2017, which description is incorporated herein by reference.
An English translation of the Rating Report is furnished as Exhibit 99.1 to this Form 6-K.
Important Note re: Debenture Offering and Related Disclosures
This Form 6-K is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the Securities Act or an exemption from the registration requirements thereunder. Any offering of securities pursuant to the Israeli Shelf Prospectus and any supplemental shelf offering report will be made only in Israel to residents of Israel, will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and will not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an applicable exemption from registration under the Securities Act.
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.
| SAPIENS INTERNATIONAL CORPORATION N.V. | ||
| Date: August 14, 2017 | By: | /s/ Roni Giladi |
| Name: Roni Giladi | ||
| Title: Chief Financial Officer | ||
EXHIBIT INDEX
The following exhibit is furnished as part of this Form 6-K:
| Exhibit | Description | |
| 99.1 | Rating report published by Ma’alot S&P Global (a part of the global rating firm Standard & Poor's Financial Services LLC) with respect to each of Sapiens and its potential Series B Non-Convertible Debentures that may be offered in Israel |