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

Under the Securities Exchange Act of 1934

 

For the Month of October 2019

 

Commission file number 001-14184

 

B.O.S. Better Online Solutions Ltd.

(Translation of Registrant’s Name into English)

 

20 Freiman Street, Rishon LeZion, 7535825, Israel

(Address of principal executive office)

 

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 ☒         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): ___________

 

 

 

  

B.O.S. Better Online Solutions Ltd.

 

This Form 6-K, including the exhibits, are hereby incorporated by reference into all effective registration statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.

Attached hereto are the following exhibits:

 

99.1 B.O.S.  Announces Results of the Adjourned Annual General Meeting of Shareholders held on October 31, 2019.
   
99.2 B.O.S. Appoints Michael Osborne to Board of Directors; U.S.-Based Executive Brings Considerable Operational and Public Company Experience

 

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SIGNATURE

 

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.

 

  B.O.S. Better Online Solutions Ltd.
  (Registrant)
     
  By: /s/ Eyal Cohen
    Eyal Cohen
    Co-Chief Executive Officer and Chief Financial Officer

Dated: October 31, 2019

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EXHIBIT INDEX

 

EXHIBIT NO.   DESCRIPTION
     
99.1   B.O.S. Announces Results of the Adjourned Annual General Meeting of Shareholders held on October 31, 2019.
     
99.2   B.O.S. Appoints Michael Osborne to Board of Directors; U.S.-Based Executive Brings Considerable Operational and Public Company Experience  

 

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Exhibit 99.1

 

Annual General Meeting

 

The Registrant hereby announces that at the adjourned Annual General Meeting of shareholders held on October 31, 2019, the following proposed resolutions were adopted:

 

  1. To amend the Company’s Articles of Association to give effect to the following:  

A change in the Board members nomination mechanism such that directors shall be elected only at the Company’s annual shareholders meeting, and not at a special meeting
Introducing a classified board nomination mechanism, according to which, every year only a 1/3 of the Board members will be nominated and elected
A change in the size of the Board, to consist of between 4 and 7 directors
The annual shareholders meeting may remove a director by a vote 65% of the shareholders actually voting at the shareholders meeting
Amendments to the Articles of Association with respect to the Board composition shall require the approval of 65% of the shareholders actually voting at the shareholders meeting

  2.  To approve the change in the Company’s name to BOS Ltd and effect corresponding amendments to the Company’s Memorandum of Association and Articles of Association.

 

  3.

To re-elect and elect (as applicable), the following to serve as directors on the Company’s Board of Directors, for such terms as set forth below, and until their successors have been duly elected and qualified:

a.        Ziv Dekel– for a term of 3 year;

b.       Odelia Levanon– for a term of 2 years;

c.        Revital Cohen – for a term of 2 years;

d.       Ralph Sassun – for a term of 1 year;

e.        Michael Osborne – for a term of 1 year.

 

Mr. Yosi Lahad, the Company’s Chairman, was not re-elected to the Board of Directors.

 

  4. To approve the New Compensation Policy.

 

  5. To approve the 2019 Compensation Plans of the Company’s Executive Officers.

 

  6. To approve the Directors’ compensation for non-employee directors (excluding the Chairman), for the term of their tenure.
     
  7. To approve the 2019-2021 compensation plan for the Company's Chairman. This resolution will not be implemented since Mr. Lahad, the Company’s Chairman, was not re-elected to the Board of Directors.

 

  8. To ratify and approve liability insurance covering the Company's directors and officers.

 

  9. To appoint Fahn Kanne & Co. Grant Thornton Israel, as the Company’s Independent Auditors for the year ending December 31, 2019, and for such additional period until the next annual general meeting of shareholders.

 

For additional details please refer to the proxy statement filed under Form 6-K on September 11, 2019. 

 

 

 

Exhibit 99.2

 

B.O.S. Appoints Michael Osborne to Board of Directors; U.S.-Based Executive Brings

Considerable Operational and Public Company Experience 

RISHON LEZION, Israel, October 31, 2019 -- B.O.S. Better Online Solutions Ltd. ("BOS" or the "Company") (NASDAQ: BOSC), a global provider of intelligent systems and services for production and logistics, today announced that its shareholders have approved the appointment of Michael Osborne to its Board of Directors.

Mr. Osborne brings over 25 years of manufacturing experience across diverse industries. A resident of Chicago, Illinois, Osborne is currently a partner at Mirus Capital Advisors, where he primarily advises manufacturing businesses.

Earlier in his career, Osborne served as Senior Vice President, Corporate Development for Sparton Corporation, a publicly-held electronics contract manufacturer. At Sparton, his team led the successful execution of 14 buy-side transactions, and returned the company to profitability and growth in revenue. Mr. Osborne currently serves on the Board of Directors for IEC Electronics, a publicly-traded provider of electronic manufacturing services to advanced technology. He also held progressive executive and senior management roles with Ford Motor Company, and General Motors Corporation of Canada. Osborne holds a Bachelor of Science degree in Manufacturing Systems Engineering from Kettering University and a Masters of Jurisprudence degree in Business Law from Loyola University, Chicago School of Law. 

Eyal Cohen, BOS Co-CEO and CFO stated, “We are pleased to announce Michael’s addition to the board. He is our first U.S.-based board member, and we believe that his broad experience across a variety of segments, particularly in the U.S. market, will prove extremely valuable.”

The Company also announced that Yosi Lahad, Chairman of the Board, was not re-elected to BOS’ Board of Directors. The Company expects to appoint a new Chairman at its next board meeting.

Mr. Cohen added, “We would like to thank Yosi for his service with BOS since 2015. Yosi has provided valuable leadership to our board as we planned and executed our strategic plan. We wish him well in his future endeavors.”

Safe Harbor Regarding Forward-Looking Statements

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 BOS being able to maintain current gross profit margins, inability to keep up or ahead of technology and to succeed in a highly competitive industry, failure to successfully integrate and achieve the potential benefits of the acquisition of the business operations of Imdecol Ltd., inability to maintain marketing and distribution arrangements and to expand our overseas markets, uncertainty with respect to the prospects of legal claims against BOS, the effect of exchange rate fluctuations, general worldwide economic conditions and continued availability of financing for working capital purposes and to refinance outstanding indebtedness; and additional risks and uncertainties detailed in BOS' 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.

 

 

 

About BOS

B.O.S is a global provider of intelligent systems and services for production and logistics. BOS’ Robotics and RFID Division offers intelligent robotics and RFID systems for industrial and logistics processes as well as for retail store management. BOS' Supply Chain Division provides electronic components, mainly for the aerospace, defense and other industries worldwide. Its services include the consolidation of components from a vast number of suppliers, long term scheduling and kitting. For more information, please visit: www.boscorporate.com or contact:

For more information:

Investor Relations Contact:
John Nesbett/Jennifer Belodeau

IMS Investor Relations
(203) 972-9200

jnesbett@institutionalms.com

Company Contact:
Eyal Cohen, CO-CEO & CFO
B.O.S Better Online Solutions Ltd.
+972-542525925
eyalc@boscom.com