SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Section 13a-16 or 15d-16 of the Securities and Exchange Act of 1934
For the month of December 2008
JACADA LTD.
(Translation of registrant's name into English)
11 Galgalei Haplada Street
Herzliya, 46722 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 __
Indicate by check mark if the Registrant is submitting this Form 6-K in paper as
permitted by Regulations S-T Rule 101(b)(1):
Yes ____ No X
Indicate by check mark if the Registrant is submitting this 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 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
If "Yes" is marked, indicate below the file number assigned to the Registrant in
connection with Rule 12g3-2(b): 82- _N/A__
CONTENTS
This Report on Form 6-K of Jacada consists of the following documents, which are
attached hereto and incorporated by reference herein:
Exhibit 1. Minutes of Annual General Meeting dated December 29, 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 6-K to be signed on its behalf by
the undersigned, thereunto duly authorized.
JACADA LTD.
By: /S/ TZVIA BROIDA
------------------------------------------
Name: Tzvia Broida
Title: Chief Financial Officer
Dated: December 30, 2008
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MINUTES OF THE ANNUAL GENERAL MEETING
OF THE SHAREHOLDERS OF
JACADA LTD.
(THE "COMPANY")
HELD ON DECEMBER 29, 2008
Mr. Gideon Hollander called the Annual General Meeting (the "Meeting") to order
at 09:00 AM (Israeli Time) at the offices of the Company, 11 Galgalei Haplada
Street, Herzliya 46722, Israel, after an advanced written notice was given in
accordance with the Company's Articles of Association (the "Articles") to all
the Company's shareholders of record as of November 19, 2008. Mr. Hollander
called the roll and announced the presence of the shareholders present at the
Meeting in person or by proxy. Present in person or by proxy were shareholders
holding, in the aggregate, 10,531,881 Ordinary Shares, par value NIS 0.01 per
share of the Company, constituting 63.98% of the voting power of the Company.
Mr. Hollander declared that the Meeting could be lawfully held and that a
quorum, pursuant to Article 26(b) of the Articles, is present.
Mr. Hollander was appointed as Chairman of the Meeting in accordance with
Article 27 of the Articles.
THE AGENDA:
1. To re-elect Mr. Gideon Hollander and Mr. Yossie Hollander to the Board
of directors of the Company (the "Board") to serve as Class III
Directors for a term of three years;
2. To re-elect Mr. Dan Falk to the Board to serve for an additional term
of one year;
3. To approve compensation plans for certain of the Company's director;
4. To re-appoint Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global, as the independent auditors of the Company for the year ending
December 31, 2008 and for such additional period until the next Annual
Shareholders' Meeting, and to authorize the Board to fix the
remuneration of the independent auditors based on the volume and nature
of their services in accordance with Israeli law, such remuneration and
the volume and nature of such services having been previously approved
by the Audit Committee of the Board;
5. To receive and consider the Consolidated Financial Statements of the
Company for the fiscal year ended December 31, 2007.
THE MEETING
The Chairman then presented for consideration of the shareholders the following
resolutions, all of which were duly adopted as indicated below:
1 RESOLVED, that Mr. Gideon Hollander be, and he hereby is, re-elected to
serve as a Class III Director of the Company for an additional term of
three years, until the third Annual General Meeting following this
Meeting.
For: 10,506,897 shares constituting 99.77% of the shares voting on this
resolution.
Against: 17,125 shares constituting 0.16% of the shares voting on this
resolution.
Abstain: 7,859 shares constituting 0.07% of the shares voting on this
resolution.
2 RESOLVED, that Mr. Yossie Hollander be, and he hereby is, re-elected to
serve as a Class III Director of the Company for an additional term of
three years, until the third Annual General Meeting following this
Meeting.
For: 10,503,547 shares constituting 99.74% of the shares voting on this
resolution.
Against: 20,475 shares constituting 0.19% of the shares voting on this
resolution.
Abstain: 7,859 shares constituting 0.07% of the shares voting on this
resolution.
3 RESOLVED, that Mr. Dan Falk be, and he hereby is, re-elected to serve as
an Unclassified Director of the Company for an additional term of one
year, until the Annual General Meeting following this Meeting.
For: 10,497,337 shares constituting 99.68% of the shares voting on this
resolution.
Against: 26,675 shares constituting 0.25% of the shares voting on this
resolution.
Abstain: 7,869 shares constituting 0.07% of the shares voting on this
resolution.
4 RESOLVED to ratify and approve the resolutions of the Audit Committee and
the Board of Directors, changing the remuneration payable to Mr. Yossie
Hollander and Mr. Dan Falk, the Company's Directors, effective as of
August 11, 2008, so as to equal the remuneration paid to the Company's
External Directors.
For: 10,487,917 shares constituting 99.58% of the shares voting on this
resolution.
Against: 37,790 shares constituting 0.36% of the shares voting on this
resolution.
Abstain: 6,174 shares constituting 0.06% of the shares voting on this
resolution.
5 RESOLVED to ratify and approve the resolutions of the Audit Committee and
the Board of Directors changing the remuneration payable to Mr. Gideon
Hollander, effective as of January 1, 2008, so that as long as Mr. Gideon
Hollander provides professional services to the Company in connection
with the Company's investor relations activities, he shall be entitled to
a quarterly fee of $12,000 as total consideration for his services as a
consultant, director and the chairman of the Company's Board, and that
upon the termination of the engagement of Mr. Hollander's services in
connection with the Company's investor relations activities and for as
long as the Mr. Hollander serves as the chairman on the Company's Board,
Mr. Hollander shall be entitled to a quarterly fee of $6,000 per calendar
quarter in addition to his compensation as a director which shall be
equal to the other non-External Directors' compensation.
For: 10,488,125 shares constituting 99.58% of the shares voting on this
resolution.
Against: 37,591 shares constituting 0.36% of the shares voting on this
resolution.
Abstain: 6,165 shares constituting 0.06% of the shares voting on this
resolution.
6 RESOLVED, that the Company's independent auditors, Kost Forer Gabbay &
Kasierer, be, and they hereby are, re-appointed as the independent
auditors of the Company for the fiscal year ending December 31, 2008 and
for such additional period until the next Annual Shareholders' Meeting,
such re-appointment having been previously approved by the Audit
Committee. The Board be, and it hereby is, authorized to fix the
remuneration of the independent auditors in accordance with the volume
and nature of their services, such remuneration and the volume and nature
of such services having been previously approved by the Audit Committee.
For: 10,524,297 shares constituting 99.93% of the shares voting on this
resolution.
Against: 975 shares constituting 0.01% of the shares voting on this
resolution.
Abstain: 6,609 shares constituting 0.06% of the shares voting on this
resolution.
IN WITNESS WHEREOF, all the aforementioned resolutions were duly adopted in
accordance with the Articles of Association of the Company and all requirements
prescribed by applicable law.
There being no further business the Meeting was adjourned.
/s/ Gideon Hollander
-------------------------
Chairman - Gideon
Hollander
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