UNITED
STATES
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 October 2010
JACADA LTD.
(Translation
of registrant's name into English)
11 Shenkar
Street
Herzliya,
46725 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 Regulation 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 October 25, 2010.
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.
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JACADA LTD.
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By:
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/s/ ROBERT C. ALDWORTH
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Name:
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Robert C. Aldworth
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Title:
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Chief Financial Officer
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Dated:
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October 26, 2010
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Exhibit 1.
MINUTES OF THE ANNUAL GENERAL MEETING
OF THE
SHAREHOLDERS OF
JACADA LTD.
(THE "COMPANY")
HELD
ON OCTOBER 25, 2010
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
Shenkar Street, Herzliya 46725, 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 September
15, 2010. 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,
9,352,160 Ordinary Shares, par value NIS 0.01 per share of the Company,
constituting 56.21% 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:
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To elect Ms. Gittit Guberman to the Board of Directors of the Company
(the “Board”) to serve as a Class II Director and as an External
Director with financial and accounting expertise (as defined in the
Israeli Companies Law - 1999) (the “Companies Law”), for a term of
three years;
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To approve the compensation package offered to Ms. Guberman and the
execution of the Company’s standard directors and officers
indemnification agreement with her;
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To approve the grant of options to the Company’s current External
Directors to purchase ordinary shares of the Company;
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To approve a reverse stock split of the Company’s share capital and an
amendment to the Company’s articles of association necessary to give
effect to such reverse stock split;
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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, 2010 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 (the “Audit
Committee”); and
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To receive and consider the Consolidated Financial Statements of the
Company for the fiscal year ended December 31, 2009.
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 Ms. Gittit Guberman be, and she hereby is,
elected to serve as Class II Director and as an External Director with
financial and accounting expertise of the Company for a term of three
years, and for such additional period until the third Annual
Shareholders’ Meeting following this Meeting.
For: 9,070,021 shares constituting 96.98% of the shares voting on this
resolution.
Against: 232,366 shares constituting 2.48% of the shares
voting on this resolution.
Abstain: 49,773 shares constituting 0.53%
of the shares voting on this resolution.
2 RESOLVED, to approve the execution of the Company’s standard
directors and officers indemnification agreement with Ms. Gittit
Guberman, the grant of options to purchase up to 50,000 Ordinary Shares
to Ms. Guberman under the Company’s stock option plan (the “Options”)
and to provide Ms. Guberman with the following compensation package (i)
a one time payment of NIS 10,000, (ii) an annual payment of NIS 42,000;
(iii) payment for every meeting of the Board of Directors or any
committee thereof in which she participates (“Participation
Compensation”) of NIS 2,200, provided that in the event of participation
in a meeting by means of communication pursuant to Section 101 of the
Companies Law, the Company shall pay 60% of the Participation
Compensation and in the event a resolution is adopted by the Board of
Directors without a meeting pursuant to Section 103 of the Companies
Law, the Company shall pay 50% of the Participation Compensation; and
(iv) and reimbursement for expenses incurred in connection with the
discharge of responsibilities as a board member, including attending
board of directors meetings.
The vesting period of the Options shall be 4 years on an annual basis
(25% of the options shall vest at each of the first four anniversaries
from the end of the calendar quarter of her being elected to the Board)
(provided that if Company is to be consolidated with or acquired by
another entity or otherwise experience a change of control in a merger,
sale of all or substantially all of the Company’s shares or assets, then
such Options which are outstanding and unvested at such time shall,
immediately upon the consummation of such transaction, become fully
vested and exercisable), the exercise price per share shall equal the
fair market value of the Company’s Ordinary Shares on the date of the
Meeting, and the exercise period of such Options shall be until the
second anniversary of the termination of Ms. Guberman service with the
Company as a director.
For: 8,765,642 shares constituting 93.73% of the shares voting on this
resolution.
Against: 576,328 shares constituting 6.16% of the shares
voting on this resolution.
Abstain: 10,190 shares constituting 0.11%
of the shares voting on this resolution.
3 RESOLVED, to approve the grant of options to purchase 50,000
ordinary shares of the Company to each of the Company’s External
directors, Ohad Zukerman and Avner Atsmon. All such Option grants will
be governed by the Company’s stock option plans with (i) a vesting
period of 4 years (provided that if Company is to be consolidated with
or acquired by another entity or otherwise experience a change of
control in a merger, sale of all or substantially all of the Company’s
shares or assets, then such Options which are outstanding and unvested
at such time shall, immediately upon the consummation of such
transaction, become fully vested and exercisable), (ii) an exercise
period until the second anniversary of the termination of such
director’s service with the Company and (iii) an exercise price equal to
the fair market value of the Company’s price per share on the date of
the Meeting.
For: 8,762,907 shares constituting 93.70% of the shares voting on this
resolution.
Against: 580,337 shares constituting 6.21% of the shares
voting on this resolution.
Abstain: 8,916 shares constituting 0.10%
of the shares voting on this resolution.
4 RESOLVED, to authorize the Company's management to effect
a reverse stock split with respect to the Company's share capital at a
ratio of four (4) for one (1) as may be required in order to meet the
Nasdaq Stock Market continued listing requirement of a bid price of at
least $1.00 per share.
FURTHER RESOLVED, to approve an amendment to the Company’s Articles of
Association such that Article 4 will be restated and replaced with the
following:
“4. SHARE CAPITAL
The authorized share capital of the Company is NIS 300,000 divided into
7,500,000 (seven million five hundred thousand) Ordinary Shares, par
value NIS 0.04 per share.”
For: 9,047,533 shares constituting 96.74% of the shares voting on this
resolution.
Against: 298,877 shares constituting 3.20% of the shares
voting on this resolution.
Abstain: 5,750 shares constituting 0.06%
of the shares voting on this resolution.
5 RESOLVED, that the Company’s independent auditors, Kost Forer
Gabbay & Kasierer, a member of Ernst & Young Global, be, and they hereby
are, re-appointed as the independent auditors of the Company for the
fiscal year ending December 31, 2010 and for such additional period
until the next Annual Shareholders’ Meeting, such re-appointment having
been previously approved by the Audit Committee. The Board shall 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: 9,273,954 shares constituting 99.16% of the shares voting on this
resolution.
Against: 12,241 shares constituting 0.13% of the shares
voting on this resolution.
Abstain: 65,965 shares constituting 0.71%
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
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Chairman - Gideon
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Hollander
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