FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report on Foreign Issuer
Pursuant to Rule 13a - 16 or 15d -16
of the Securities Exchange Act of 1934
For the Month of May, 2003
B.O.S. BETTER ON-LINE SOLUTIONS, LTD.
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(Translation of Registrant's Name into English)
100 BOS ROAD, TERADION 20179, ISRAEL
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(Address of Principal Corporate Offices)
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 X Form 40-F
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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
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
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Attached hereto and incorporated by reference are the following Registrant's
press releases:
A. B.O.S Better Online Solutions' Subsidiary, BOScom, Launches First Fully
Secure IP Telephony Gateway Solution that Overcomes User Adoption
Barriers; Dated May 12, 2003.
B. B.O.S. Better Online Solutions Ltd. Announces Financial Results of
Operations for the First Quarter of 2003; Dated May 14, 2003.
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 On-Line Solutions, Ltd.
(Registrant)
By: /s/Israel Gal
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Israel Gal
President and CEO
Dated: May 15, 2003
B.O.S BETTER ONLINE SOLUTIONS' SUBSIDIARY, BOScom,
LAUNCHES FIRST FULLY SECURE IP TELEPHONY GATEWAY
SOLUTION THAT OVERCOMES USER ADOPTION BARRIERS
TERADYON, ISRAEL - MAY 12, 2003 - BOScom Ltd., a wholly owned subsidiary of
B.O.S. Better On-Line Solutions Ltd. (NASDAQ:BOSC, TASE:BOS), announced today a
breakthrough in alternative telephony routing solutions with its new BOSaNOVA
Claro family of IP Telephony gateways.
BOSaNOVA Claro is the result of a two-year intensive R&D effort to create a
solution that eliminates the barriers to enterprise VoIP adoption. These
barriers, identified during an extensive international market research study
conducted by the company, are overcome through provision of rapid ROI,
guaranteed quality connections, simplicity of installation and management,
user-transparency, and absolute data security. BOSaNOVA Claro offers the
industry's first point-to-point alternative call routing solution that meets all
the demands of businesses in controlling call costs and extending corporate
telephony -- without sacrificing call quality or data safety.
Designed to seamlessly integrate into existing infrastructures of small and
mid-size organizations, BOSaNOVA Claro gateways are installed between the PBX
and the PSTN (Public Switched Telephone Network) and control all call routing in
the network. All potential IP calls are routed through the gateway, but are
dynamically switched to the PSTN the instant IP network QoS (quality of service)
falls below the user's specified level or fails -- whether through bandwidth
reduction, interference or power failure.
With no need for PBX reconfiguration, no need for additional lines, and fully
user-transparent operation, cost savings are maximized and ROI is fast. Users
need no retraining since there is no change in dialing habits whatsoever.
TOTAL SECURITY
With its new Blue Seal Security system, BOSaNOVA Claro offers a fully
hacker-proof mode of operation. Three levels of protection are provided: through
Secure Shell(TM) server software and proprietary encryption protocols against
Internet hacking during remote gateway maintenance; via both gateway and call
level authentication to stop toll fraud; and a built-in firewall, configurable
through the gateway's mechanical Blue Seal Security Lock(TM) that can fully
disable all non-VoIP access.
LOW COST ENTRY - MODULAR EXPANSION
With prices starting at $850 for the entry level 2-port ROBO (Remote Office/
Branch Office) gateway, the BOSaNOVA Claro product family offers any business
the easiest-to-install and use, low cost means to deploy VoIP and provide free
phone and fax calls between any number of locations, such as head office to
remote branch offices and/or home workers, suppliers and dealers. For larger
organizations, any number of Claro 4- an 8-port analog gateways and 30/23
voice-channel PRI digital versions for E1/T1 PRI connections may be
interconnected to provide hundreds of lines for even the largest head office
requirements.
BOSaNOVA Claro gateways have dialing plans fully compatible with vintage
BOSaNOVA Gateways and the BOSaNOVA Connect USB adaptor. All BOSaNOVA products
are available from BOScom's distributors, dealers and system integrators
affiliated with BOScom offices in Israel, the UK, France, and the U.S.
ABOUT BOS - www.boscorporate.com
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BOS Better On-line Solutions, through its wholly owned subsidiary, BOScom
(www.boscom.com), develops, produces and markets technologically complex,
multi-functional, cross-enterprise communication and networking products with
plug & play functionality. BOS has been engaged in the development of products
using IP protocol since 1993. Marketed under the BOSaNOVA brand, these solutions
leverage a company's existing equipment and infrastructure, and are renowned for
their simplicity of use, quality and reliability.
BOS was established in 1990 and became a public company traded on the Nasdaq
National Market in 1996 (Nasdaq: BOSC), and on the Tel Aviv Stock Market in 2002
(TASE: BOS).
For further information, please contact Mr. Noam Yellin, at Tel. +972-3-527-4949
nyellin@netvision.net.il.
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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, INCLUDING, BUT NOT LIMITED TO, THOSE RISKS
AND UNCERTAINTIES DETAILED IN BOS'S PERIODIC REPORTS AND REGISTRATION STATEMENTS
FILED WITH THE U.S. SECURITIES EXCHANGE COMMISSION.
B.O.S. - BETTER ON-LINE SOLUTIONS LTD.
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B.O.S. BETTER ON-LINE SOLUTIONS LTD. ANNOUNCES FINANCIAL RESULTS OF OPERATIONS
FOR THE FIRST QUARTER OF 2003
TERADYON, ISRAEL - May 14, 2003 - B.O.S. Better On-line Solutions Ltd. (the
"Company" or "BOS") (NASDAQ: BOSC, TASE:BOS) announced today its financial
results for the quarter ended March 31, 2003.
Revenues for the first quarter of 2003 were lower than the first quarter of
2002, totaling $1.41 million compared to $1.76 million for the first quarter of
2002 (a 20% decrease).
Net loss for the first quarter of 2003 from continuing segments was $949,000 (or
$0.08 per share), compared to a net loss of $333,000 (or $0.03 per share) for
the first quarter of 2002.
Total cash and investments were $7.23 million as of March 31, 2003.
Starting January 1,2003 the Company decided to prepare the consolidated
financial statements in accordance with United States Generally Accepted
Accounting Principles ("U.S GAAP").
FIRST QUARTER 2003 - CONSOLIDATED STATEMENT OF OPERATION (FROM CONTINUING
OPERATIONS):
Revenues for the first quarter of 2003 were $1.41 million, generated mainly from
BOScom core product sales of IBM midrange-to-PC and LAN connectivity solutions.
This represents a 20% decline compared to $1.76 million for the first quarter of
2002.
Gross profit margin for the first quarter of 2003 was 68% compared to 80% for
the first quarter of 2002.
Operating expenses for the first quarter of 2003 totaled $1.90 million, compared
to $1.68 million during the first quarter of 2002.
Net loss from continuing operations for the first quarter of 2003 totaled
$949,000, compared to net loss of $333,000 for the first quarter of 2002.
Israel (Izzy) Gal, B.O.S.' CEO stated:
"During the first quarter of 2003, we changed our business model in the US. We
made the decision to market our legacy equipment in that region through a master
distributor, instead of via a wholly owned subsidiary. The transition period
resulted in a decrease in Q1 US sales. We believe, however, that the overall
impact on the future bottom line will be positive since we have eliminated the
overhead of the US operation.
We have just announced the launch of our new BOSaNOVA Claro line of IP Telephony
products. This line sets a new standard in enterprise IP telephony by providing
the first corporate solution that is 100% transparent to the user, fully
secured, and feature rich. We believe that these products are the key for the
success of the Company in the near future. At the end of Q4 2002, Nimans, a
major UK-based telephony distributor, was nominated to be the UK master
distributor. Integrating the new distributor to our system in Q1 involved heavy
investment in establishing a reseller base and affected IP Telephony sales and
expenses during the period.
In addition, the Board of Directors approved yesterday an agreement with an
investment bank - Cukierman & Co. Investment House, to provide BOS with
investment banking and business development services. Cukierman & Co. will apply
their expertise and capabilities for the Company's benefit and contribute to the
marketing efforts of our innovative technology and products."
FIRST QUARTER 2003 - DISCONTINUING SEGMENT
In 2002, the Board of Directors of the Company decided to sell its wholly owned
U.S. subsidiary, Pacific Information Systems, Inc. ("Pacinfo"), a commercial VAR
and e-commerce system solutions
B.O.S. - BETTER ON-LINE SOLUTIONS LTD.
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provider. Due to this decision, the financial statements of the Company disclose
the financial information related to the Pacinfo VAR segment, in accordance with
accounting standards for "discontinued operations". During the fourth quarter of
2002, based on the poor economic climate and based upon its severe financial
situation, the Company initiated a plan to cease operations of Pacinfo and is
trying to reach an arrangement with Pacinfo's creditors.
The net income from discontinuing segment for the first quarter of 2003 was
$1.51 million (or $ 0.12 per share) compared to net loss of $4.37 million for
the first quarter of 2002 (or $0.35 per share).
Net income from continuing and discontinuing operations for the first quarter of
2003 was 558,000 (or $0.04 per share) compared to net loss of ($4.70) million
(or $0.38 per share) for the first quarter of 2002.
ABOUT B.O.S.
Through its wholly owned subsidiary, BOScom, the Company develops, produces and
markets technologically complex, multi-functional, cross-enterprise
communication and networking products. Marketed under the BOSaNOVA brand, these
products are renowned for their simplicity of use, quality, and reliability. The
IP Telephony line offers innovative convergence migration solutions that
leverage a corporation's existing equipment infrastructure. The legacy line
provides solutions for IBM midrange-to-PC and LAN connectivity and GUI
emulation, and printing solutions that are operating system-independent.
B.O.S. was established in 1990 and became a public company traded on the NASDAQ
National Market in 1996 (Nasdaq:BOSC), and on the Tel Aviv Stock Market in 2002
(TASE:BOS).
For further information, please contact Mr. Noam Yellin, at Tel. +972-3-527-4949
nyellin@netvision.net.il.
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Please visit our website, www.boscorporate.com.
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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, INCLUDING, BUT NOT LIMITED TO, THOSE RISKS
AND UNCERTAINTIES DETAILED IN BOS' PERIODIC REPORTS AND REGISTRATION STATEMENTS
FILED WITH THE U.S. SECURITIES EXCHANGE COMMISSION.
B.O.S. - BETTER ON-LINE SOLUTIONS LTD.
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- CONSOLIDATED BALANCE SHEETS
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U.S. DOLLARS IN THOUSANDS
MARCH 31 DECEMBER
---------------------------- 31,
2003 2002 2002
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UNAUDITED AUDITED
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,106 $ 1,050 $ 5,246
Short-term bank deposits -- 6,383 --
Restricted cash -- -- 700
Short-term marketable securities 206 -- 819
Trade receivables 1,623 1,733 1,523
Other accounts receivable and prepaid expenses 445 282 382
Inventories 1,060 297 855
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TOTAL CURRENT ASSETS 7,440 9,745 9,525
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LONG-TERM INVESTMENTS:
Long term marketable securities 2,921 2,895 2,226
Long term prepaid expenses 15 4 15
Severance pay funds 592 483 563
Other investment 3,952 2,042 2,042
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TOTAL LONG-TERM INVESTMENTS 7,480 5,424 4,846
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PROPERTY AND EQUIPMENT, NET 899 1,264 965
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OTHER ASSETS, NET 741 741 741
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ASSETS RELATED TO DISCONTINUING SEGMENT 389 8,282 1,115
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TOTAL ASSETS $ 16,949 $ 25,456 $ 17,192
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term credit and current maturities of long term loan $ -- $ 155 $ --
Trade payables 1,253 549 1,044
Accrued and other liabilities 2,337 2,586 2,501
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TOTAL CURRENT LIABILITIES 3,590 3,290 3,545
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ACCRUED SEVERANCE PAY 820 738 794
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LIABILITIES RELATED TO DISCONTINUING SEGMENT 1,660 9,622 4,131
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SHAREHOLDERS' EQUITY:
Share capital 4,227 3,632 3,690
Additional paid-in capital 42,161 41,037 41,103
Deferred stock compensation 70 59 66
Accumulated deficit (35,579) (32,922) (36,137)
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TOTAL SHAREHOLDERS' EQUITY 10,879 11,806 8,722
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 16,949 $ 25,456 $ 17,192
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B.O.S. - BETTER ON-LINE SOLUTIONS LTD.
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CONSOLIDATED STATEMENTS OF OPERATIONS
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U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA
THREE MONTHS ENDED YEAR ENDED
MARCH 31,
------------------------------ DECEMBER 31,
2003 2002 2002
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UNAUDITED AUDITED
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Revenues $ 1,410 $ 1,763 $ 9,441
Cost of revenues 454 349 2,300
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Gross profit 956 1,414 7,141
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Operating expenses:
Research and development, net 607 524 2,182
Selling and marketing 882 821 3,705
General and administrative 411 334 1,697
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Total operating expenses 1,900 1,679 7,584
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Operating loss (944) (265) (443)
Financial expenses, net (5) (11) 295
Other (expenses) income -- (57) (95)
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Net loss from continuing segments (949) (333) (243)
Net income (loss) related to discontinuing segment 1,507 (4,369) (7,674)
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Net income (loss) $ 558 $ (4,702) $ (7,917)
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Basic and diluted net loss per share from continuing segment $ (0.08) $ (0.03) $ (0.02)
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Basic and diluted net earnings (loss) per share from
discontinuing segment $ 0.12 $ (0.35) $ (0.64)
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Basic and diluted net earnings (loss) per share $ 0.04 $ (0.38) $ (0.65)
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Weighted average number of shares used in computing basic and
diluted loss per share 12,687,524 12,402,524 12,460,945
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