RA'ANANA, Israel, Sept. 10, 2009 (GLOBE NEWSWIRE) -- Retalix(r) Ltd. (Nasdaq:RTLX) (the "Company"), today announced that it has scheduled its 2009 annual shareholders meeting to take place Monday, October 19, 2009 at 10:00 a.m. (Israel time), at the offices of the Company, 10 Zarhin Street, Ra'anana, Israel. The record date for the meeting is September 15, 2009.
Proxy statements describing the proposals on the agenda and proxy cards for use by shareholders that cannot attend the meeting in person will be sent by mail, on or about September 21, 2009, to the Company's shareholders of record and to shareholders that hold shares registered with the American Stock Transfer & Trust Company. The Company will also furnish the proxy statement to the Securities and Exchange Commission on Form 6-K.
The agenda of the meeting is as follows:
1. To re-elect the following members of the Board of Directors of
the Company: Gillon Beck, Brian Cooper, Ishay Davidi, Neomi
Enoch, Amnon Lipkin-Shahak, Ian O'Reilly, Barry Shaked and
Itschak Shrem;
2. To re-appoint Kesselman & Kesselman, a member of
PricewaterhouseCoopers International Limited, as the Company's
independent auditors until the next annual general meeting of
shareholders, and to authorize the Board of Directors to fix
their remuneration in accordance with the volume and nature of
their services;
3. To adopt a new equity incentive plan and to increase the total
pool available for issuance under all such plans by 2,000,000
ordinary shares of the Company, par value NIS 1.00 per share
(the "Ordinary Shares");
4. To approve a share purchase agreement between the Company and
the investors named below and the transactions contemplated
thereby, including the following related matters, each of which
is contingent upon the other:
THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS OF THE COMPANY
HAVE UNANIMOUSLY APPROVED AND RECOMMENDED THAT THE SHAREHOLDERS
VOTE "FOR" THE MATTERS INLCUDED IN THIS PROPOSAL NO. 4.
4.1. a private placement to the following investors: Boaz
Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor and
Mario Segal (individually and via a wholly-owned
company) of such number of Ordinary Shares, at a price
per share of $9.10, necessary to cause the investors to
hold an aggregate of 20% of the outstanding Ordinary
Shares after the consummation of the transactions
contemplated by the share purchase agreement, dated as
of September 3, 2009; and the issuance to the investors
of warrants to purchase up to an aggregate of 1,250,000
Ordinary Shares at the consummation of the private
placement;
The issuance and sale of the Ordinary Shares to the
investors in the private placement is intended to vest
in the investors severally and jointly holding with
Ronex Holdings Ltd. (and their respective affiliates)
25% or more of the total voting power of the Company,
thereby becoming a holder of a "control block" pursuant
to, and within the meaning of, the Israeli Companies
Law, 5759-1999.
4.2. a management services agreement among the Company and
the investors;
4.3. a registration rights agreement among the Company and
the investors;
4.4. other matters contemplated by the share purchase
agreement, including:
4.4.1. the amendment and restatement of the Company's
Memorandum of Association and Articles of
Association in order to (i) increase the maximum
size of the Board of Directors of the Company
from ten to eleven directors, (ii) allow the
election of directors as of a future date and
(iii) increase the Company's authorized share
capital to NIS 50,000,000 divided into
50,000,000 Ordinary Shares;
4.4.2. the election of the following six directors
nominated by the investors, in lieu of five
members of the incumbent Board of Directors of
the Company, effective immediately following the
consummation of the private placement: Boaz
Dotan, Eli Gelman, David Kostman, Nehemia
Lemelbaum, Robert A. Minicucci and Avinoam Naor,
and the approval of director fees;
Gillon Beck, Ishay Davidi and Itschak Shrem, if
re-elected pursuant to proposal no. 1, and
Dr. Zvi Lieber (external director) and Gur
Shomron (external director) will remain members
of the Board of Directors of the Company
following the consummation of the private
placement.
4.4.3. the approval of the separation agreement between
the Company, B.G.A.G.S. Shaked Ltd. and Mr.
Barry Shaked, the Company's President and Chief
Executive Officer;
4.4.4. the purchase of a "tail" policy with respect to
the Company's directors and officers insurance
policy effective as of the consummation of the
share purchase agreement;
4.4.5. the execution of indemnification agreements with
the Company's directors who shall be elected as
of the consummation of the private placement and
from time to time in the future;
5. To discuss the financial statements of the Company for the year
ended December 31, 2008; and
6. To act on any other matters as may properly come before the
meeting or any adjournment(s) thereof.
Items 1 to 3 and 6 require the approval of a simple majority of the shares voted on the matter. Item 4 also requires the approval of a majority of the shares voted on the matter, provided that either (i) at least one-third of the shares voted on the matter by shareholders who do not have a personal interest in the matter are voted in favor or (ii) the total number of shares voted against the matter by shareholders who do not have a personal interest in the matter does not exceed one percent of the outstanding voting power in the Company. Item 5 will not involve a vote of the shareholders.
About Retalix
Retalix is an independent provider of software solutions to retailers and distributors worldwide. With over 40,000 sites installed across more than 50 countries, Retalix solutions serve the needs of grocery chains, convenience and fuel retailers, food and consumer goods distributors and independent grocers. The Company offers a portfolio of software applications that automate and synchronize essential retail and supply chain operations, encompassing stores, headquarters and warehouses. Retalix develops and supports its software through 1,300 employees in its various subsidiaries and offices worldwide. The Company's International headquarters are located in Ra'anana, Israel, and its American headquarters are located in Dallas, Texas. For more information about Retalix, please visit www.retalix.com.
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