As filed with the Securities and Exchange Commission on November 13, 2018

 

Registration No. 333-_____________

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

(Exact name of the Registrant as specified in its charter)

 

Israel   Not Applicable

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Employer
Identification No.)
     
20 Freiman St., Rishon LeZion, Israel   7535825
(Address of Principal Executive Offices)   (Zip Code)

 

2003 ISRAELI SHARE OPTION PLAN

(Full title of the plan)

 

B.O.S. Better Online Solutions Ltd.

c/o Ruby-tech, Inc.

147-20 184 th St.,

Jamaica NY 11413, USA.

508-655-2312

 (Name and address agent for service)

 

(+972) 3-954-1000

(Telephone number, including area code, of agent for service)

 

Copies to:

 

Brian Brodrick, Esq.

Phillips Nizer LLP

485 Lexington Avenue, 14 th Floor

New York, New York 10017

(212) 841-0700

Shlomo Landress, Adv.

Gornitzky & Co.

45 Rothschild Boulevard

Tel Aviv 6578403, Israel

972-3-710-9191

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐  
       
Non-accelerated filer ☒ Smaller reporting company ☐
       
(Do not check if a smaller reporting company)   Emerging growth company ☐

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities To Be Registered

 

Amount To Be

Registered

   

Proposed Maximum

Offering Per Share*

   

Proposed Maximum

Price Aggregate

Offering Price*

   

Amount of

Registration Fee

 
Ordinary Shares, nominal value NIS 80.00 per share     200,000 **   $ 2.11     $ 422,000     $ 51.15  

 

* Estimated solely for the purpose of calculating the registration fee pursuant to Securities Act Rule 457(c) and (h)(1) on the basis of the average of the high and low sale prices of the Registrant’s Ordinary Shares on the NASDAQ Capital Market on November 12, 2018 (a specified date within 5 business days prior to the date of filing the registration statement.).

 

** Represents an increase in amount of shares underlying options that may be issued pursuant to Registrant’s 2003 Israeli Share Option Plan (from 500,000 to 700,000).

 

This Registration Statement shall also cover any additional Ordinary Shares as may be issuable pursuant to the anti-dilution provisions of the Plan or particular share option agreement, such as a share dividend, stock split, recapitalization or other similar transactions.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is filed with the Securities Exchange Commission for the purpose of registering an additional 200,000 Ordinary Shares, nominal value NIS 80.00 each, of B.O.S. Better Online Solutions Ltd. (the “ Registrant ”), issuable pursuant to the 2003 Israeli Share Option Plan (the “ Plan ”).

 

In accordance with General Instruction E of Form S-8, the contents of the following Company’s Registration Statement on Form S-8 in respect of the Ordinary Shares underlying the Plan are hereby incorporated by reference:

 

  ● November 24, 2003, file number 333-110696, relating to 625,000 Ordinary Shares, nominal value NIS 4.00 each (which after the consolidation of the share capital of the Registrant amounts to 125,000 Ordinary Shares, nominal value NIS 20.00 each).

 

  ● August 29, 2006, file number 333-136957, relating to 875,000 Ordinary Shares, nominal value NIS 4.00 each (which after the consolidation of the share capital of the Registrant amounts to 175,000 Ordinary Shares, nominal value NIS 20.00 each).

 

  ● December 26, 2007, file number 333-148318, relating to 1,100,000 Ordinary Shares, nominal value NIS 4.00 each (which after the consolidation of the share capital of the Registrant amounts to 220,000 Ordinary Shares, nominal value NIS 20.00 each).

 

  ● July 2, 2009, file number 333-160414, relating to 1,550,000 Ordinary Shares, nominal value NIS 4.00 each (which after the consolidation of the share capital of the Registrant constitutes 310,000 Ordinary Shares, nominal value NIS 20.00 each).

 

  ● January 31, 2012, file number 333-179253, relating to 270,000 Ordinary Shares, nominal value NIS 20.00 each (which after the consolidation of the share capital of the Registrant constitutes 67,500 Ordinary Shares, nominal value NIS 80.00 each).

 

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

Pursuant to General Instruction E to Form S-8 the following documents filed by the Registrant are incorporated by reference in this registration statement.

 

Registrant’s Annual Report on Form 20-F for the year ended December 31, 2017, filed on March 29, 2018, including any amendment or report subsequently filed by the Registrant for the purpose of updating the information contained therein.

 

In addition, all subsequent annual reports filed on Form 20-F prior to the termination of this offering are incorporated by reference into this Registration Statement. Also, we may incorporate by reference our future reports on Form 6-K by stating in those Forms that they are being incorporated by reference into this prospectus.

 

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference into this Registration Statement and to be part hereof from the respective dates of filing of such documents. Any statement contained in this Registration Statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded.

 

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Consistent with the provisions of the Israeli Companies Law, 5759-1999, as amended (the “ Companies Law ”), the Articles of Association of the Registrant (recently amended on July 18, 2018, the “ Articles ”) include provisions permitting the Registrant to procure insurance coverage for its “office holders”, exempt them from certain liabilities and indemnify them, to the maximum extent permitted by the Companies Law. An “office holder” is defined in the Companies Law and the Articles as a director, general manager (CEO), chief business manager, deputy general manager, vice president, other manager reporting directly to the general manager and any other person assuming the responsibilities of any of the foregoing positions without regard to such person’s title.

 

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INSURANCE

 

Under the Companies Law, a company may obtain insurance for any of its office holders, acting in such capacity, in any of the following cases: (i) a breach of the duty of care towards the company or towards another person; (ii) a breach of the duty of loyalty towards the company, provided that the office holder acted in good faith and had reasonable cause to assume that his act would not prejudice the company’s interests; (iii) a monetary obligation imposed upon the office holder in favor of another person; (iv) (a) expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of a proceeding instituted against such office holder in relation to (A) infringements that may result in imposition of financial sanction pursuant to the provisions of Chapter H’3 under the Israeli Securities Law, 1968 (the “ Securities Law ”) or (B) administrative infringements pursuant to the provisions of Chapter H’4 under the Securities Law or (C) infringements pursuant to the provisions of Chapter I’1 under the Securities Law; and (b) payments made to the injured parties of such infringement under Section 52ND(a)(1)(a) of the Securities Law.

 

The Registrant has obtained directors’ and office holders’ liability insurance covering its office holders and directors and those of its subsidiaries.

 

INDEMNIFICATION

 

The Companies Law provides that a company may indemnify office holders for an obligation or expense as specified below, imposed on them in consequence of an act or omission done in their capacity as an officer in the Company:

 

  i. a monetary obligation imposed in favor of another person pursuant to a judgment, including a judgment given in a settlement or an arbitrator’s award that has been approved by a court;

 

  ii. reasonable litigation expenses, including advocates’ professional fees, incurred by the office holder pursuant to an investigation or a proceeding commenced against him by a competent authority and that was terminated without an indictment and without having a monetary charge imposed on him in lieu of a criminal procedure (as such terms are defined in the Companies Law), or that was terminated without an indictment but with a monetary charge imposed on him in lieu of a criminal procedure in a crime that does not require proof of criminal intent or in connection with a financial sanction;

 

  iii. reasonable litigation expenses, including advocates’ professional fees, incurred by the office holder or which he is ordered to pay by a court, in proceedings filed against him by the company or on its behalf or by another person, or in a criminal indictment in which he is acquitted, or in a criminal indictment in which he is convicted of an offence that does not require proof of criminal intent;

 

  iv. expenses, including reasonable litigation expenses and legal fees, incurred by an office holder as a result of a proceeding instituted against such office holder in relation to (A) infringements that may result in imposition of financial sanction pursuant to the provisions of Chapter H’3 under the Securities Law or (B) administrative infringements pursuant to the provisions of Chapter H’4 under the Securities Law or (C) infringements pursuant to the provisions of Chapter I’1 under the Securities Law; and

 

  v. payments to an injured party of infringement under Section 52ND(a)(1)(a) of the Securities Law.

 

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The Articles of the Registrant authorize the Registrant to indemnify its office holders to the fullest extent permitted under the Companies Law. The Companies Law also authorizes a company to undertake in advance to indemnify an office holder with respect to events specified above, provided that, with respect to indemnification under sub-section (i) above, the undertaking: (a) is limited to events which the board of directors determines can be anticipated, based on the activity of the company at the time the undertaking is given; (b) is limited in amount or criteria determined by the board of directors to be reasonable under the circumstances; and (c) specifies the said events and the amounts or criteria.

 

The Registrant has entered into indemnification agreements with its directors and some of its office holders providing for indemnification under certain circumstances for acts and omissions which may not be covered (or not be covered in full) by any directors’ and office holders’ liability insurance. Such form of indemnification agreement (which also provides for exemption to the extent permitted by law, and explained further below) is included as Exhibit 4.3 to this Registration Statement.

 

EXEMPTION

 

Under the Companies Law, an Israeli company may not exempt an office holder from liability for a breach of his duty of loyalty, but may exempt in advance an office holder from liability to the company, in whole or in part, for a breach of the duty of care, provided that in no event shall the office holder be exempt from any liability for damages caused as a result of a breach of his duty of care to the company in the event of a “distribution” (as defined in the Companies Law). The Articles of the Registrant authorize the Registrant to exempt any office holder from liability to the Registrant to the extent permitted by the Companies Law.

 

Both the Companies Law and the Articles provide that the Registrant may not exempt or indemnify an office holder nor enter into an insurance contract which would provide coverage for liability incurred as a result of any of the following: (a) a breach by the office holder of the duty of loyalty (however, the Registrant may insure and indemnify against such breach if the office holder acted in good faith and had a reasonable basis to assume that the act would not harm the Registrant); (b) a breach by the office holder of the duty of care if the breach was made intentionally or recklessly, unless made in negligence only; (c) any act done with the intent to derive an illegal personal benefit; or (d) any fine or monetary penalty levied against the office holder.

 

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

 

Not applicable.

 

Item 8. EXHIBITS

 

The Exhibit Index preceding the exhibits is incorporated herein by reference.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rishon LeZion, in the State of Israel, on November 13, 2018.

 

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

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Yuval Viner and Eyal Cohen, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement, together with all schedules and exhibits thereto, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on, sign and file any supplement to any prospectus filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature   Title   Date
         
/s/ Yosi Lahad   Chairman of the Board of Directors   November 13, 2018
Mr. Yosi Lahad        
         
/s/ Avidan Zelicovsky   President, Director   November 13, 2018
Avidan Zelicovsky        
         
/s/ Yuval Viner   Co-Chief Executive Officer, Director   November 13, 2018
Mr. Yuval Viner        
         
/s/ Eyal Cohen   Co-Chief Executive Officer and
Chief Financial Officer 		  November 13, 2018
Mr. Eyal Cohen        
         
/s/ Revital Cohen    Director   November 13, 2018
Ms. Revital Cohen         
         
 /s/ Odelia Levanon   Director   November 13, 2018 
Ms. Odelia Levanon        
         
/s/ Ziv Dekel   Director   November 13, 2018
Mr. Ziv Dekel        
         
/s/ Menachem Shmool   Director   November 13, 2018
Mr. Menachem Shmool        

 

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AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement, in the capacity of the duly authorized representative of the Registrant in the United States, on November 13, 2018

 

  Ruby-tech, Inc.
     
  By: /s/ Eyal Cohen
  Name: Eyal Cohen
  Title: Co-CEO and Co-Chief Financial Officer

 

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INDEX OF EXHIBITS

 

Exhibit No.   Description
     
4.1   Articles of Association of B.O.S. Better Online Solutions Ltd., as amended on July 18, 2018
     
4.2   Memorandum of Association of B.O.S. Better Online Solutions Ltd., as amended on July 18, 2018
     
4.3*   Registrant’s 2003 Israeli Share Option Plan
     
4.4**   Form of Indemnification Letter to the Directors and Officers of the Company
     
5   Opinion of Gornitzky & Co. with respect to the validity of the Ordinary Shares being registered
     
23.1   Consent of Gornitzky & Co. (included in Exhibit 5)
     
23.2   Consent of Fahn Kanne & Co. Grant Thornton Israel
     
23.3   Consent of Kost Forer Gabbay  & Kasierer, a member of Ernst & Young Global
     
24.1   Power of Attorney (included on signature page of this registration statement)

 

* Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on November 24, 2003 (Filing no. 333-110696)

 

** Incorporated by reference to Exhibit B to the Registrant’s current report on Form 6-K, filed with the Commission on June 4, 2018)

 

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Exhibit 4.1

 

B.O.S BETTER ON-LINE SOLUTIONS LTD.

 

ARTICLES OF ASSOCIATION

 

IN ACCORDANCE WITH THE COMPANIES LAW, 5759-1999

 

  1. The Company’s Name

 

    The Company’s name is “B.O.S Better On-Line Solutions Ltd”.

 

  2. The Company’s Objects

 

    The Company’s object is to engage in any legal business.

 

  3. Interpretation

 

  3.1 Everything mentioned in the singular shall include the plural and vice versa, and everything mentioned in the masculine shall include the feminine and vice versa.

 

  3.2 Unless these articles include special definitions for certain terms, every word and expression herein shall bear the meaning attributed thereto in the Companies Law, 5759-1999 (hereinafter referred to as “the Companies Law”), unless the context otherwise admits.

 

  3.3 For the avoidance of doubt, it is expressed that in respect of matters regulated in the Companies Law such that it is possible to qualify the arrangements in respect thereof in articles, and these articles do not include in respect thereof provisions different from those of the Companies Law - the provisions of the Companies Law shall apply in respect thereof.

 

  4. The Company’s Share Capital and the Rights Attached to Shares

 

  4.1 The Company’s authorized capital is NIS 480,000,000 divided into 6,000,000 ordinary shares of NIS 80.00 nominal value each. (amended May 2003, May 2006, December 2009, December 2012, January 2015 and July 2018).

 

  4.2 The ordinary shares shall vest the holders thereof with -

 

  4.2.1 an equal right to participate in and vote at the Company’s general meetings, whether ordinary or special, and each of the shares in the Company shall entitle its holder, present at the meeting and participating in the vote, himself, by proxy or through a voting instrument, to one vote;

 

  4.2.2 an equal right to participate in a distribution of dividends, whether in cash or by way of bonus shares, in a distribution of assets or in any other distribution, pro rata to the nominal value of the shares held by them;

 

  4.2.3 an equal right to participate in a distribution of the Company’s surplus assets on winding up pro rata to the nominal value of the shares held by them.

 

  4.3 The board of directors may issue shares and other securities which are convertible or exercisable into shares up to the limit of the Company’s authorised share capital. With regard to computing the limit of the authorised capital, securities convertible or exercisable into shares shall be deemed to have been converted or exercised on the date of their issue. The board of directors may delegate such authority as permitted by law. (amended May 2006)

 

 

 

  

  5. Limited Liability

 

    The shareholders’ liability for the Company’s debts shall be limited to the full amount (nominal value plus premium) they are required to pay the Company for the shares and not yet paid by them.

 

  6. Joint Shareholders and Share Certificates

 

  6.1 Where two or more persons are listed in the shareholders’ register as the joint holders of a share, each of them may give binding receipts for any dividend or other monies in connection with such share.

 

  6.2 A shareholder who is listed in the shareholders’ register may receive from the Company, without payment, within three months of the allotment or registration of the transfer, one share certificate bearing a seal in respect of all the shares registered in his name, which shall specify the number of shares. In the case of a jointly held share, the Company shall issue one share certificate to all the joint shareholders, and the delivery of such a certificate to one of the joint shareholders shall be deemed delivery to all of them.

 

    Each share certificate shall bear the signature of at least one director together with the Company’s stamp or its printed name.

 

  6.3 A share certificate which has been defaced, destroyed or lost may be renewed in reliance upon proof and guarantees as required by the Company from time to time.

 

  7. The Company’s Reliefs in relation to Shares Not Paid in Full

 

  7.1 If the consideration which the shareholder undertook to pay the Company for his shares or any part thereof is not paid at the time and on the terms prescribed in the shares’ allotment terms and/or in the payment call mentioned in paragraph 7.2 below, the Company may, pursuant to the board of directors’ resolution, forfeit the shares whose consideration has not been paid in full. The shares shall be forfeited, provided that the Company has sent the shareholder written warning of its intention to forfeit his shares, at least seven days from the date of receiving the warning if the payment is not effected during the period specified in the warning letter.

 

    The board of directors may, at any time prior to the date on which a share forfeited is sold, re-allotted or otherwise transferred, cancel the forfeiture on such terms as it deems fit.

 

    The shares forfeited shall be held by the Company as dormant shares or shall be sold to another.

 

  7.2 If pursuant to the issue terms of shares there is no fixed date for payment of any part of the price payable therefor, the board of directors may from time to time make calls for payment on the shareholders in respect of the monies not yet paid for the shares held by them, and every shareholder shall be liable to pay the Company the amount of the call made on him on the date specified as aforesaid, provided that he receives 14 days’ notice of the date and place for payment (hereinafter referred to as “call”). The notice shall state that non-payment on the date specified or prior thereto at the place specified might result in the forfeiture of the shares in relation to which the call was made. A call may be cancelled or postponed to another date, as resolved by the board of directors.

 

  - 2 -  

 

 

  7.3 In the absence of another provision in the shares’ allotment terms, a shareholder shall not be entitled to receive dividend or to exercise any right as a shareholder in respect of shares not yet paid up in full.

 

  7.4 Persons who are joint holders of a share shall be jointly and severally liable for payment of the amounts due to the Company in respect of the share.

 

  7.5 The provisions of this paragraph are not such as to derogate from any other relief available to the Company vis-a-vis a shareholder who has not paid his debt to the Company in respect of his shares.

 

  8. Transfer of Shares

 

  8.1 The Company’s shares may be transferred.
     
  8.2 A share transfer shall be effected in writing and shall not be registered unless -

 

  8.2.1 a due share transfer instrument is furnished to the Company at its registered office together with the certificates relating to the shares to be transferred, if issued. The transfer instrument shall be signed by the transferor and a witness verifying the transferor’s signature. In the case of a transfer of shares which are not fully paid up on the date of the transfer, the transfer instrument shall also be signed by the transferee and a witness verifying the transferee’s signature; or

 

  8.2.2 the Company is given a court order to amend the registration; or

 

  8.2.3 it is proved to the Company that the legal conditions for transmission of the right to the share have been fulfilled.

 

  8.3 A transfer of shares which are not fully paid up requires the approval of the board of directors, which may refuse to grant its approval in its absolute discretion and without giving grounds therefor.

 

  8.4 The transferee shall be deemed the shareholder in relation to the shares being transferred from the moment his name is listed in the shareholders’ register.

 

  9. Alteration to Capital

 

  9.1 The general meeting may increase the Company’s authorized share capital by creating new shares of an existing class or of a new class, as determined in the general meeting’s resolution.

 

  9.2 The general meeting may cancel authorized share capital which has not yet been allotted, provided that the Company has not undertaken, including conditionally, to allot the shares.

 

  9.3 The general meeting may, subject to the provisions of any law:

 

  9.3.1 consolidate and re-divide its share capital, or any part thereof, into shares of a nominal value greater than that of the existing shares;

 

  9.3.2 sub-divide its existing shares, or any of them, or its share capital, or any part thereof, into shares of a nominal value smaller than that of the existing shares;

 

  9.3.3 reduce its share capital and any capital redemption reserve fund in such manner and on such terms and conditions and with the receipt of such approval as the Companies Law requires.

 

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  10. Alteration of the Rights Attached to Classes of Shares

 

  10.1 So long as not otherwise provided in the shares’ issue terms and subject to the provisions of any law, the rights attached to a particular class of shares may be altered, after a resolution is passed by the Company and with the approval of a resolution passed at a general meeting of the holders of the shares of such class or the written agreement of all the class holders.

 

    The provisions of the Company’s articles regarding general meetings shall apply, mutatis mutandis, to a general meeting of the holders of a particular class of shares.

 

  10.2 The rights vested in the holders of shares of a particular class that were issued with special rights shall not be deemed to have been altered by the creation or issue of further shares ranking equally with them, unless otherwise provided in such shares’ issue terms.

 

  11. General Meetings

 

  11.1 The Company’s resolutions on the following matters shall be passed at the general meeting -

 

  11.1.1 alterations to the articles;

 

  11.1.2 the exercise of the board of directors’ powers when the board of directors is unable to function;

 

  11.1.3 the appointment and dismissal of the Company’s auditor;

 

  11.1.4 the appointment of directors, including external directors;

 

  11.1.5 the approval of acts and transactions requiring the general meeting’s approval pursuant to the provisions of the Companies Law and any other law;

 

  11.1.6 increasing and reducing the authorized share capital;

 

  11.1.7 a merger as defined in the Companies Law.

 

  12. Convening General Meetings

 

  12.1 General meetings shall be convened at least once a year at such place and time as determined by the board of directors but no later than 15 months from the last general meeting. Such general meetings shall be called “annual meetings”. The Company’s other meetings shall be called “special meetings”.

 

  12.2 The annual meeting’s agenda shall include a discussion of the board of directors’ reports and the financial statements as required at law. The annual meeting shall appoint an auditor, appoint the directors pursuant to these articles and discuss all the other matters which must be discussed at the Company’s annual general meeting, pursuant to these articles or the Law, as well as any other matter determined by the board of directors.

 

  12.3 The board of directors may convene a special meeting pursuant to its resolution and it must convene a general meeting if it receives a written requisition from any one of the following (hereinafter referred to as “requisition”):

 

  12.3.1 two directors or one quarter of the directors holding office; and/or
     
  12.3.2 one or more shareholders holding at least 5% of the issued capital and at least 1% of the voting rights in the Company; and/or

 

  12.3.3 one or more shareholders holding at least 5% of the voting rights in the Company.

 

  12.4 A requisition must detail the objects for which the meeting must be convened and shall be signed by the persons requisitioning it and sent to the Company’s registered office. The requisition may be made up of a number of documents in an identical form of wording, each of which shall be signed by one or more of the persons requisitioning the meeting.

 

  - 4 -  

 

  

  12.5 Where the board of directors is required to convene a special meeting, it shall do so within 21 days of the requisition being submitted to it, for a date that shall be specified in the invitation pursuant to paragraph 12.6 below and subject to the law.

 

  12.6 Notice to the Company’s members regarding the convening of a general meeting shall be sent to all the shareholders listed in the Company’s shareholders’ register at least 21 days prior to the meeting and shall be published in other ways insofar as required by the law. The notice shall include the agenda, proposed resolutions and arrangements with regard to a written vote.

 

    The accidental omission to give notice of a meeting to any member, or the non-receipt of notice sent to such member, shall not invalidate the proceedings at such meeting.

 

  13. The Discussion at the General Meetings

 

  13.1 No discussions may be commenced at the general meeting unless a quorum is present at the time of the discussion’s commencement. A quorum is the presence of at least two shareholders holding at least 33⅓% of the voting rights (including presence through a proxy or a voting instrument), within half an hour of the time fixed for the meeting’s commencement. (amended August 2004)

 

  13.2 If no quorum is present at a general meeting within half an hour of the time fixed for the commencement thereof, the meeting shall be adjourned for one week, to the same day, time and place, or to a later time if stated in the invitation to the meeting or in the notice of the meeting (hereinafter referred to as “the adjourned meeting”.)

 

  13.3 The quorum for the commencement of the adjourned meeting shall be any number of participants.

 

  13.4 The board of directors’ chairman shall serve as the general meeting’s chairman. If the board of directors’ chairman is not present at the meeting within 15 minutes of the time fixed therefor or if he refuses to chair the meeting, the chairman shall be elected by the general meeting.

 

  13.5 A general meeting at which a quorum is present may resolve to adjourn the meeting to another place and time determined by it, and in such case notices and invitations in respect of the adjourned meeting shall be given as provided in paragraph 12.6 above.

 

  14. Voting at the General Meeting

 

  14.1 A shareholder of the Company may vote at the general meetings himself or through a proxy or a voting instrument.

 

    The shareholders entitled to participate in and vote at the general meeting are the shareholders on the date specified by the board of directors in the resolution to convene the general meeting, and subject to the law.

 

  14.2 In every vote each shareholder shall have a number of votes according with the number of shares held by him.

 

  14.3 A resolution at the general meeting shall be passed by an ordinary majority unless another majority is specified in the Companies Law or these articles.

 

  14.4 The declaration of the meeting’s chairman that a resolution has been passed unanimously or by a particular majority, or that it has been defeated or not passed by a particular majority, shall constitute prima facie proof of that stated therein.

 

  - 5 -  

 

  

  14.5 If the votes at a meeting are tied, the chairman of the meeting shall not have an additional or deciding vote, and the resolution that was put to the vote shall be defeated.

 

  14.6 The Company’s shareholders may, in respect of any matter on the meeting’s agenda, vote at a general meeting (including a class meeting) through a voting instrument, provided that the board of directors does not, subject to any law, rule out the possibility of voting through a proxy instrument on such matter in its resolution to convene the general meeting.

 

    If the board of directors prohibits voting through a voting instrument, the fact that the possibility of voting through a voting instrument has been ruled out shall be stated in the notice of the meeting pursuant to paragraph 12.6 above.

 

  14.7 A shareholder may state the way in which he is voting in the voting instrument and send it to the Company’s registered office at least 48 hours prior to the meeting’s commencement. A voting instrument in which a shareholder states the way in which he is voting, which reaches the Company’s registered office at least 48 hours prior to the meeting (including the adjourned meeting), shall be deemed presence at the meeting for the purpose of constituting the quorum as provided in paragraph 13.1 above. (amended May 2003)

 

  14.8 A proxy shall be appointed in a written instrument signed by the appointor. A corporation shall vote through its representatives who shall be appointed by a document duly signed by the corporation.

 

  14.9 Voting in accordance with the terms and conditions of a proxy instrument shall be legal even if prior thereto the appointor dies or becomes legally incapacitated, is wound up, becomes bankrupt, cancels the proxy instrument or transfers the share in relation to which it was given, unless written notice is received at the office prior to the meeting that the shareholder has died, become legally incapacitated, been wound up, become bankrupt, cancelled the appointment instrument or transferred the share as aforesaid.

 

  14.10 The proxy instrument and the power of attorney or a copy certified by an attorney shall be deposited at the Company’s registered office at least 48 hours prior to the time fixed for the meeting or the adjourned meeting at which the person mentioned in the document intends voting pursuant thereto.

 

  14.11 A shareholder of the Company shall be entitled to vote at meetings of the Company through a number of proxies appointed by him, provided that each proxy is appointed in respect of different parts of the shares held by the shareholder. There shall not be any impediment to any proxy as aforesaid voting differently at meetings of the Company.

 

  14.12 If a shareholder is legally incapacitated, he may vote by his board of trustees, receiver, natural guardian or other legal guardian, and they may vote themselves or by proxy or through a voting instrument.

 

  14.13 Where two or more persons are the joint holders of a share, in a vote on any matter the vote of the person whose name appears first in the shareholders’ register as the holder of such share shall be accepted, himself or by proxy, and he is entitled to give the Company voting instruments.

 

  15. The Board of Directors

 

    The board of directors shall delineate the Company’s policy and supervise the performance of the Managing Director’s duties and actions. Any power of the Company which has not been vested in another organ pursuant to the Companies Law or the articles may be exercised by the board of directors.

 

  - 6 -  

 

  

  16. Appointment and Dismissal of Directors

 

  16.1 The number of directors in the Company (including external directors) shall be determined from time to time by the annual general meeting, provided that it shall not be less than four nor more than eleven.

 

  16.2 The Company’s directors shall be elected at the annual meeting and/or at a special meeting, and shall hold office until the end of the next annual meeting or until they cease to hold office pursuant to the provisions of the articles. If at a general meeting of the Company new directors in the minimum amount specified pursuant to the articles are not elected, the directors who held office until such time shall continue to hold office, until they are replaced by the Company’s general meeting.

 

  16.3 In addition to the provisions of paragraph 16.2 above, the board of directors may appoint a director instead of a director whose office has been vacated and/or as an additional director, subject to the maximum number of directors on the board of directors as provided in paragraph 16.1 above. The appointment of a director by the board of directors shall be valid until the next annual meeting or until he ceases to hold office pursuant to the provisions of the articles.

 

  16.4 A director whose term of office has come to an end may be re-elected.

 

  16.5 The office of a director shall commence on the date of his appointment by the annual meeting and/or the special meeting and/or the board of directors or on a later date if specified in the appointment resolution of the annual meeting and/or special meeting and/or board of directors.

 

  16.6 The board of directors shall elect a board of directors’ chairman from amongst its members. If a chairman is not elected or if the chairman is not present at the end of 15 minutes from the time fixed for the meeting, the directors present shall elect one of their number to chair such meeting, and the person chosen shall conduct the meeting and sign the discussion minutes.

 

    The board of directors’ chairman shall not be the Company’s MD save on fulfillment of the conditions mentioned in section 121(c) of the Companies Law.

 

  16.7 The general meeting may remove any director from his office before the end of his term of office, whether the director was appointed by it by virtue of paragraph 16.2 above or by the board of directors by virtue of paragraph 16.3 above, provided that the director is given a reasonable opportunity to state his case before the general meeting.

 

  16.8 Where the office of a director is vacated, the remaining directors may continue to act so long as their number has not fallen below the minimum specified in the articles. Where the number of directors has fallen below the aforementioned minimum, the remaining directors may only act in order to fill the place of the director which has been vacated as mentioned in paragraph 16.3 above or in order to convene a general meeting of the Company, and until the general meeting is convened as aforesaid they may act to manage the Company’s business only in respect of matters that cannot bear delay.

 

  16.9 Every board of directors’ member may appoint an alternate for himself, provided that such an appointment shall not be for a period exceeding one month, and that someone who was appointed as an alternate for another director and/or who is already serving as a director of the Company may not be appointed as an alternate, except as provided in section 237(d) of the Companies Law.

 

    The appointment or termination of the office of an alternate shall be effected in a written document signed by the director who appointed him; however, in any event, the office of an alternate shall terminate if one of the events specified in paragraph 16.10 below befalls the alternate or if the office of the board of directors’ member for whom he is acting as alternate is vacated for whatsoever reason.

 

    An alternate shall be treated as a director and all the provisions of the law and these articles shall apply to him, save for the provisions regarding the appointment and/or dismissal of a director specified herein. (amended May 2003 and May 2006)

 

  - 7 -  

 

  

  16.10 The office of a director shall be vacated in any one of the following cases:

 

  16.10.1 he resigns from his office by a letter signed him and submitted to the Company which specifies the reasons for his resignation;

 

  16.10.2 he is removed from his office by the general meeting;

 

  16.10.3 he is convicted of an offence as provided in section 232 of the Companies Law;

 

  16.10.4 pursuant to a court decision, as provided in section 233 of the Companies Law;

 

  16.10.5 he is declared legally incapacitated;

 

  16.10.6 he is declared bankrupt, and in the case of a corporation - it is resolved to wind it up voluntarily or a winding up order is given in respect thereof.

 

  16.11 The terms of office of the board of directors’ members shall be approved by the audit committee, the board of directors and the general meeting, in this chronological order.

 

  17. Board of Directors’ Meetings (amended December 2011)

 

  17.1 The board of directors shall convene in accordance with the Company’s requirements and at least once every three months.

 

  17.2 The board of directors’ chairman may convene the board of directors at any time. In addition, the board of directors shall hold a meeting, on a matter that shall be detailed, in the following cases:

 

  17.2.1 on the demand of two directors; however, if at such time the board of directors consists of five directors or less - on the demand of one director;

 

  17.2.2 on the demand of one director if he states in his demand to convene the board of directors that he has learned of a matter involving the Company in which a prima facie contravention of the Law or an infringement of proper business procedure has been discovered;

 

  17.2.3 a notice or report of the managing director obliges action by the board of directors;

 

  17.2.4 the auditor has notified the board of directors’ chairman of materials deficiencies in the audit of the Company’s accounts.

 

  17.3 Notice of a board of directors’ meeting shall be sent to all its members at least three days prior to the date of the meeting. The notice shall be sent to the address of the director which was furnished to the Company in advance, and shall state the date, time and place of the meeting, and reasonable details of all the matters on the agenda.

 

    Notwithstanding the aforegoing, in urgent circumstances, the board of directors may convene a meeting without notice, with a majority of the directors’ agreement. (amended December 2011)

 

  - 8 -  

 

  

  17.4 The quorum for the commencement of a board of directors’ meeting shall be a majority of the members of the board of directors. If no quorum is present at the board of directors’ meeting within half an hour of the time fixed for the meeting’s commencement, the meeting shall be adjourned to another date decided upon by the board of directors’ chairman, or in his absence by the directors present at the meeting, provided that three days’ notice shall be given to all the directors of the date of the adjourned meeting. The quorum for the commencement of an adjourned meeting shall be any number of participants. Notwithstanding the aforegoing, the quorum for discussions and resolutions at the board of directors on the auditor’s dismissal or suspension shall be a majority of the board of directors’ members.

 

  17.5 The board of directors may hold meetings using any communications means, provided that all the directors participating may hear each other simultaneously.

 

  17.6 The board of directors may also pass resolutions without actually convening, provided that all the directors entitled to participate in the discussion and vote on a matter that is brought for resolution agree not to convene for discussion of the matter. In such a case, minutes of the resolutions (including the decision not to convene) shall be signed by the chairman of the board of directors, or alternatively, signatures of the directors shall be attached to the minutes. Instead of a director’s signature, the chairman of the board or the corporate secretary may attach a signed memo regarding the oral vote of a director. Resolutions passed without convening, as aforementioned, shall be passed by an ordinary majority and shall have the same effect as resolutions passed at a duly convened meeting. (amended May 2006)

 

  18. Voting at the Board of Directors

 

  18.1 In a vote at the board of directors, each director shall have one vote.

 

  18.2 The board of directors’ resolutions shall be passed on a majority. The board of directors’ chairman shall not have an additional or deciding vote and where the votes are tied, the resolution that was put to the vote shall be defeated.

 

  19. Board of Directors’ Committees

 

  19.1 The board of directors may establish committees and appoint members from the board of directors thereto (hereinafter referred to as “board of directors’ committee”), and it may from time to time revoke such delegation or alter the composition of such committee. If board of directors’ committees are established, the board of directors shall determine in their terms of authority whether certain powers of the board of directors will be delegated to the board of directors’ committee such that a resolution of the board of directors’ committee shall be deemed a resolution of the board of directors or whether a resolution of the board of directors’ committee shall merely amount to a recommendation which is subject to the board of directors’ approval, provided that powers to resolve on the matters specified in section 112 of the Companies Law shall not be delegated to a committee. If a committee merely has a recommendation role, the board of directors may also appoint to the committee members who are not directors. (amended May 2006)

 

  19.2 The meetings and discussions of any board of directors’ committee composed of two or more members shall be governed by the provisions of these articles regarding board of directors’ meetings and the voting thereat, mutatis mutandis, so far as not superseded by the Companies Law, and subject to the board of directors’ resolutions regarding arrangements for the committee’s meetings (if any). (amended December 2011)

 

  - 9 -  

 

  

  20. Audit Committee

 

  20.1 The Company’s board of directors shall appoint an audit committee from amongst its members. The number of members on the audit committee shall not be less than three and all the external directors shall be members thereof. The board of directors’ chairman and any director employed by the Company or providing services to it on a permanent basis and/or a control owner or his relative shall not be appointed as members of the committee.

 

  20.2 The duties of the audit committee shall be -

 

  20.2.1 to detect deficiencies in the Company’s business management, inter alia through consultation with the Company’s internal auditor or with the auditor, and to propose to the board of directors ways of rectifying them;

 

  20.2.2 to resolve whether to approve acts and transactions requiring the audit committee’s approval pursuant to the Companies Law.

 

  21. Managing Director

 

    The Company’s board of directors shall appoint a managing director and may appoint more than one managing director. The managing director shall be responsible for the routine management of the Company’s affairs within the framework of the policy determined by the board of directors and subject to its guidelines.

 

  22. Exemption, Insurance and Indemnity (amended May 2006 and December 2011)

 

  22.1 The Company may exempt an Office Holder therein in advance for his liability, or any part thereof, for damage in consequence of a breach of the duty of care vis-a-vis it, except with respect to Distribution (as defined in the Companies Law).

 

  22.2 The Company may indemnify an Office Holder retroactively for an obligation or expense as specified in sub-paragraphs 22.2.1 22.2.2 and 22.2.3 below, imposed on him in consequence of an act or omission done in his capacity as an officer in the Company.

 

  22.2.1 a monetary obligation imposed on him in favor of another person pursuant to a judgment, including a judgment given in settlement or an arbitrator’s award that has been approved by a court;
     
  22.2.2 reasonable litigation expenses, including advocates’ professional fees, incurred by the Office Holder pursuant to an investigation or a proceeding commenced against him by a competent authority and that was terminated without an indictment and without having a monetary charge imposed on him in exchange for a criminal procedure (as such terms are defined in the Companies Law), or that was terminated without an indictment but with a monetary charge imposed on him in exchange for a criminal procedure in a crime that does not require proof of criminal intent or in connection with a financial sanction;
     
  22.2.3 reasonable litigation expenses, including advocates’ professional fees, incurred by the Office Holder or which he is ordered to pay by a court, in proceedings filed against him by the company or on its behalf or by another person, or in a criminal indictment in which he is acquitted, or in a criminal indictment in which he is convicted of an offence that does not require proof of criminal intent;

 

  - 10 -  

 

  

  22.2.4 expenses, including reasonable litigation expenses and legal fees, incurred by an Office Holder as a result of a proceeding instituted against such Office Holder in relation to (A) infringements that may result in imposition of financial sanction pursuant to the provisions of Chapter H’3 under the Securities Law or (B) administrative infringements pursuant to the provisions of Chapter H’4 under the Securities Law or (C) infringements pursuant to the provisions of Chapter I’1 under the Securities Law; and

 

  22.2.5 payments to an injured party of infringement under Section 52ND(a)(1)(a) of the Securities Law.

 

  22.3 The Company may give an advance undertaking vis-a-vis an Office Holder to indemnify him in respect of an obligation or expense as specified in paragraph 22.2 above, provided that the undertaking specified in paragraph 22.2.1 is limited to types of events which in the board of directors’ opinion may be anticipated, in light of the Company’s activities, at the time of giving the indemnity undertaking, and to an amount or criteria which the board of directors determines is reasonable in the circumstances of the case, both to be specified in the Company’s undertaking.

 

  22.4 A company may enter into a contract to insure the liability of an Office Holder therein for an obligation imposed on him in consequence of an act  or omission done in his capacity as an Office Holder therein, in any of the following cases:

 

  22.4.1 a breach of the duty of care vis-a-vis the Company or vis-a-vis another person;

 

  22.4.2 a breach of the duty of fidelity vis-a-vis the Company, provided that the Office Holder acted in good faith and had reasonable basis to assume that the act would not harm the Company;

 

  22.4.3 a monetary obligation imposed on him in favor of another person.

 

  22.4.4 (i) expenses, including reasonable litigation expenses and legal fees, incurred by the Office Holder as a result of a proceeding instituted against such Office Holder in relation to (A) infringements that may result in imposition of financial sanction pursuant to the provisions of Chapter H’3 under the Securities Law or (B) administrative infringements pursuant to the provisions of Chapter H’4 under the Securities Law or (C) infringements pursuant to the provisions of Chapter I’1 under the Securities Law and (ii) payments made to the injured parties of such infringement under Section 52ND(a)(1)(a) of the Securities Law.

 

  22.5 Paragraphs 22.1 to 22.4 shall not apply in any of the following cases -

 

  22.5.1 a breach of the duty of fidelity, save regarding insurance and indemnity provided that the Office Holder acted in good faith and had reasonable basis to assume that the act would not harm the Company;

 

  22.5.2 an intentional or rash breach of the duty of care, except where the breach was negligent only;

 

  22.5.3 an act done with the intention of unlawfully producing a personal profit;

 

  22.5.4 a fine imposed on an Office Holder.

 

  22.6 Resolutions regarding the grant of exemption, insurance, indemnity or the grant of an undertaking to indemnify an Office Holder shall be passed subject to the law.

 

  - 11 -  

 

  

  22.7 “Office Holder” in this section shall include directors and officers as defined in the Companies Law 1999.

 

  23. Internal Auditor

 

  23.1 The Company’s board of directors shall appoint an internal auditor in accordance with the audit committee’s proposal. Interested parties in the Company, officers in the Company, relatives of any of the aforegoing and the auditor or someone on his behalf may not hold office as the Company’s internal auditor.

 

  23.2 The board of directors shall determine what officer shall be the organ to whom the internal auditor is subordinate, and in the absence of such a determination it shall be the board of directors’ chairman.

 

  23.3 The internal audit plan prepared by the auditor shall be submitted for the audit committee’s approval; however, the board of directors may determine that the plan shall be submitted for the board of directors’ approval.

 

  24. Auditor

 

  24.1 The annual meeting shall appoint an auditor for the Company. The auditor shall hold office until the end of the following annual meeting, or for a longer term as determined by the annual meeting, provided that his term of office shall not extend beyond the end of the third annual meeting following the one at which he was appointed.

 

  24.2 The auditor’s remuneration for the audit shall be determined by the board of directors. The board of directors shall report to the annual meeting on the auditor’s remuneration.

 

  25. Signatory Rights

 

  25.1 The rights to sign on the Company’s behalf shall be determined from time to time by the Company’s board of directors.

 

  25.2 The signatory on the Company’s behalf shall sign together with the Company’s stamp or its printed name.

 

  26. Dividend and Bonus Shares

 

  26.1 The Company’s board of directors shall be the organ authorized to decide upon the distribution of a dividend and/or the distribution of bonus shares.

 

  26.2 The shareholders who are entitled to dividend are the shareholders on the date of the resolution on the dividend or on a later date if another date is specified in the resolution on the dividend’s distribution.

 

  26.3 If the board of directors does not otherwise determine, any dividend may be paid by way of a cheque or payment order that shall be sent by mail in accordance with the registered address of the shareholder or person entitled thereto, or in the case of registered joint shareholders to the shareholder whose name appears first in the shareholders’ register in relation to the joint shareholding. Every such cheque shall be drawn up to the order of the person to whom it is being sent. The receipt of a person who on the date of the dividend’s declaration is listed in the shareholders’ register as the holder of any share or, in the case of joint shareholders, of one of the joint shareholders shall serve as confirmation of all the payments made in connection with such share.

 

  - 12 -  

 

  

  26.4 For the purpose of implementing any resolution pursuant to the provisions of this paragraph, the board of directors may settle, as it deems fit, any difficulty arising in relation to the distribution of the dividend and/or bonus shares, including determine the value for the purpose of the said distribution of certain assets and resolve that payments in cash shall be made to members in reliance upon the value thus determined, determine regulations in relation to fractions of shares or in relation to non-payment of amounts less than NIS 200.

 

  27. Redeemable Securities

 

    The Company may, subject to any law, issue redeemable securities on such terms as determined by the board of directors, provided that the general meeting approves the board of directors’ recommendation and the terms determined.

 

  28. Contributions

 

    The Company may contribute a reasonable sum of money for an worthy object, even if the contribution is not within the scope of business considerations conducive to the Company’s profits.

 

  29. Accounts

 

  29.1 The Company shall keep accounts and draw up financial statements pursuant to the Securities Law and any other law.

 

  29.2 The books of account shall be kept at the office or at such other place as the directors deem fit, and shall always be open for the directors’ inspection.

 

  30. Notices

 

  30.1 Subject to any law, notice or any other document which the Company sends and which it may or is required to give pursuant to the provisions of these articles and/or the Companies Law shall be sent by the Company to any person personally, by mail in a letter addressed in accordance with the registered address of such shareholder in the shareholders’ register or in accordance with any address which the shareholder specifies in a letter to the Company as the address for the sending of notices or other documents, or by facsimile in accordance with the number specified by the shareholder as the number for sending notices by facsimile. Should the Company publish notice in at least two Israeli daily newspapers, notice shall be deemed to have been given to any member whose address as registered in the Company’s Register is in Israel.

 

  30.2 Any notices which must be given to the shareholders shall be given, in relation to shares which are jointly held, to the person whose name appears first in the shareholders’ register as the holder of such share, and any notice given in this manner shall be adequate notice to the holders of such share.

 

  30.3 Any notice or other document that is sent shall be deemed to have reached its destination within three business days - if sent by registered mail and/or ordinary mail in Israel, and if delivered by hand or sent by facsimile, it shall be deemed to have reached its destination on the first business day following its receipt. When coming to prove the delivery, it shall be adequate to prove that the letter that was sent by mail containing the notice or document was correctly addressed and delivered to the post office as a stamped letter or as a stamped registered letter, and in respect of a facsimile it is sufficient to furnish the transmission confirmation from the sending instrument.

 

  30.4 Any entry effected in the ordinary way in the Company’s register shall be deemed prima facie proof regarding the dispatch, as entered in such register.
     
  30.5 Where it is necessary to give prior notice of a particular number of days or notice that is valid for any period, the date of delivery shall be taken into account in reckoning the number of days or the period.

 

  - 13 -  

Exhibit 4.2

 

(translated from the Hebrew)

 

MEMORANDUM OF ASSOCIATION

  

1. The company’s name – B.O.S. Better Online Solutions Ltd.

 

2. The objects for which the company is formed:

 

  (a) The development of sophisticated interfaces for IBM mainframe computers.

 

  (b) The export of hi-tech products to Europe and the USA.

 

  (c) The sale of the said products on the domestic market.

 

  (d) Research, development and manufacture of products in the sphere of communication networks.

 

  (e) To prepare, write, publish, update, collect together, import, export, market and sell books, brochures, collections, procedures and any ancilliary material whatsoever on the matters set out above and on any other matter as the company deems fit.

 

  (f) To provide training and teaching in the scope of any courses whatsoever in the branches set out above and on other matters directly or indirectly connected with the said branches and on any other matters as the company deems fit.

 

  (g) To design, develop, manage, purchase, take on short or long lease, sell and grant on short lease and otherwise market any data, computer, control and communication services whatsoever.

 

  (h) To purchase or otherwise acquire and obtain rights in and rights to use or exploit all manner of patents, patent rights, invention rights, copyrights, licenses, protections and concessions (hereinafter together referred to as “patent rights”) which might, in the company’s opinion, be of benefit to it and to protect, extend and renew them and to exercise patent rights, work pursuant thereto, exploit them and produce any benefit therefrom, to make agreements or transactions in respect of the use or exploitation of patent rights or the production of benefit therefrom and to grant licenses and rights in connection therewith.

 

  (i) To carry on business as general merchants, importers, exporters and agents of all manner of machinery, appliances, equipment and materials connected with the branches of work set out above.

 

 

 

  

  (j) To enter into partnership with partnerships, companies, cooperative societies and other bodies corporate, public or private holders of capital or with any other entity for the purpose of establishing enterprises and for the purpose of engaging in agencies, consultancy, and manufacturing in the branches set out above.

 

  (k) To carry on all branches of investment and financing business, to invest funds in industry, commerce, banks and financial institutions, in housing and construction enterprises, agriculture, development enterprises, transportation, shipping, aviation and in any other investments whatsoever, whether by way of purchase or against collateral of shares, share stock, debentures, debenture stock, promissory notes, value notes, covenants or securities of any type or without any collateral, as the company’s management deems fit and beneficial.

 

  (l) To encourage, seek, direct, supervise, initiate, broke, finance and manage the transfer of capital and capital investments in Israel and from overseas to Israel and generally to engage in the business of investors, investments and finance and produce benefit therefrom as the company’s management deems fit.

 

  (m) To promote, construct, erect, develop, plan, implement, manage, operate, finance, encourage and improve in Israel or overseas all manner of economic, industrial, agricultural and commercial enterprises, businesses and undertakings and to engage in any business as brokers, promoters and founders of corporations, companies, enterprises, holders of capital, concessionaires, contractors, property owners, merchants, agents and attorneys in order to do or perform any act or transaction which might directly or indirectly assist the achievement of any object as the company deems fit.

 

  (n) To lend any funds and give advances or credit, to accept funds and securities and any valuables whatsoever, to guarantee the debts and contracts of such persons, companies and corporations and on such terms as the company deems fit and in particular the persons and companies with whom the company maintains business relations and to accept from those to whom the company lends funds or grants credit or guarantees all manner of guarantees and securities as aforesaid and to redeem them on such terms as the company deems fit.

 

  (o) To purchase, take on long lease or by barter, to take on short lease or otherwise acquire and hold for the company any property or beneficial interest, all manner of land, buildings, rights, privileges, concessions, licenses, machinery, plant, merchandise and all manner of movable or immovable property which are needed by the company or suitable for the purposes of its business.

 

  - 2 -  

 

  

  (p) To do any legal act which a corporation may legally do.

 

3. The members’ liability is limited.

 

4. The Company’s authorized capital is NIS 480,000,000 divided into 6,000,000 ordinary shares of NIS 80.00 nominal value each. (amended May 2003, May 2006, December 2009, December 2012, January 2015 and July 2018).

 

We the undersigned are desirous of becoming incorporated in accordance with this memorandum of association and each agree to take the number of shares in the company’s capital as appearing against our respective names.

 

Subscribers’ Names   I.D. number   Address   Description   No. of shares taken   Signature
1. Israel Gad   5009749   Moshav Yaad   Electronic Engineer   55 ordinary class A shares 55 ordinary class B shares   -
2. Yael Gal   5044063   Moshav Yaad   Computer Engineer   45 ordinary class A shares 45 ordinary class B shares   -

 

(*Note: class A and B shares since abolished and shareholdings have changed)

 

Dated this 5 th day of November 1990

 

Witness to the aforegoing signatures:

 

(Signed)

Doran Goshen, Adv.

 

M:\Bos\MEMORANDUM OF ASSOCIATION

 

  - 3 -  

Exhibit 5

 

To: November 13, 2018

B.O.S. Better Online Solutions Ltd.

20 Freiman St., Rishon Le-Zion

Israel 7535825

 

Ladies and Gentlemen:

 

We have acted as Israeli counsel to B.O.S. Better Online Solutions Ltd. (the “ Company ”), an Israeli corporation, in connection with the Registration Statement on Form S-8 (the “ Registration Statement ”) filed by the Company with the Securities and Exchange Commission (the “ Commission ”) on the date hereof. The Registration Statement relates to the registration of an additional 200,000 Ordinary Shares, nominal value NIS 80.00 per share, of the Company to be granted under the 2003 Israeli Share Option Plan (the “ Share Option Plan ”).

 

In so acting, we have examined such corporate documents and have made such investigation of matters of fact and law as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

 

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion, we have relied, without independent investigation, upon statements and certificates or comparable documents of officers and representatives of the Company and upon certificates of public officials. We have considered such questions of Israeli law as we have deemed necessary for the purpose of rendering this opinion. 

 

We are members of the Bar of the State of Israel and, in rendering our opinion, we do not pass (expressly or by implication) on the laws of any jurisdiction other than the State of Israel. Our opinion relates only to Israeli laws. In addition, we render no opinion in relation to any representation made or given in the Registration Statement.

 

Based upon such examination and investigation, and upon the assumption that there will be no material changes in the documents examined and the matters investigated, we are of the opinion that the 200,000 Ordinary Shares which are the subject of the Registration Statement, have been duly authorized by the Company and that, when issued upon the exercise of options in accordance with the terms of the Share Option Plan, will be validly issued, fully paid and nonassessable.

 

This opinion is furnished to you solely in connection with the Registration Statement and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express prior written permission.

 

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5 to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7(a) of the Securities Act of 1933, as amended or the rules and regulations of the Commission thereunder.

 

Very truly yours,

/s/ Gornitzky & Co.

 

Gornitzky & Co.

 

  

Pinhas Rubin

Moriel Matalon

Jack Smith

Eyal Marom

Ofer Tzur

Itay Geffen

Eyal Raz

Erez Harel

Chaim Y. Friedland*

Lior Porat

Yaron Elhawi

Sharon Werker-Sagy

Elite Elkon

Eli Elya

Shlomo Cohen

Daniel Paserman(CPA)

Gil Grady (CPA)

Noam Ronen

Eli Cohen

Kfir Yadgar

Timor Belan

Avi D. Pelossof

Aviram Handel

Daniel Marcus

Shlomo Landress*

Yair Shiloni

Joseph D. Gross***

Harel Shaham

Ari Fried**

Orly Tenennbaum

Idan Baki

Shiri Shani

Sagit Ohana-Livne

Avner Finkelshtein

Michael Ayalon

Nurit Traurik

Tamar Cohen

Lior Relevy

Ofer Fleischer

Ziv Rotenberg

Adi Ben-Hur Efroni

Inbal Zackay-Horev

Itai Itzkovich

Ronit Rozenstein-Barel

Shlomo Aviad Zider

Ori Yitzhak

Itzchak Lazar

Yiftach Farber

Adi Nahmias-Twina

Inbal Badner

Asaf Avtuvi

Yehonatan Raff

Uri Heller

Oded Uni

Nir Keidar

Assaf Harel

Hila Shimon

Saray Aharony (CPA)

Yoad Cohavy

Sarit Naaman Shaag

Itay Rubin

Shimon Moyal

Maya Hoftman

Ehud Katzenelson

Gila Ponte-Shlush***

Assaf Prussak

Avi Meer*

Daniel Skald (CPA)

Reut Oshaya Holzer

Sharon Zeitouni

Daniel Lasry

Ariel Zeewi

Nir Erez

Shani Mizrahi

Tigist Bayleyei-Salomon

Lior Baran

Neta Peled

Alon Peled

Yoav Meer*

Joanna Yanowsky

Sagi Padureanu

Itamar Ben Yehuda

Lior Grinblat

Amit Levy

Tal Sela

Ori Smith

Nuna Lerner

Shirin Gabbay-Metzger

Elinor Lavie Vardi

Noga Haruvi

Yael Kleinman

Shani Sahar

Inbar Barak-Bilu (CPA)

Adi Haya Raban

Liron Gilor

Nimrod Saville

Dana Suidman

Dan Fisher

Yechiel Zipori

Sharon Ohayon

Amnon Biss

Aviad Rabinowitz

Tom Alkalay

Shimrit Moshe

Shahar Oshri

Ariel Sheinkman

Idan Zohar

Tamar Barchad (CPA)

Nir Knoll*

Natalie Dragot

Shani Weiss

Samuel Berkowitz****

Marina Portugalov

Oleg Omeli

Adi Shoval

Maor Israeli

Moshe Sevi

Moran Ben Moshe

Yaad Gordon

Hagar Peleg

Smadar Ron

Noa Schweitzer Amar

Roni Sharon Aviram

Nofar Arad

Ayala Livni Shoham

Shira Plotnik

Yehonatan Prussak

Elona Lerner

Maya Rechnitz

Raz Karni

Zeev Bienenstock

Daniel Barlev

Maya Dvir

Alex Lazarovich

Coral Leshez

Inbal Navon

Alex Feldsher

Lior Sharabi

Netanel Kahana

Yuval Kaplan

Assaf Hasson

Karin Avichail

Noy Greenberg

Asaf Alterman

Karin Blank

Netalee Aviv

Amir Tzemach

Liron Karass

Dalia Karzbrun (CPA)

Sharon Reingwirtz

Gani Shani

Karin Shani

Alon Shecheransky

Noa Even Sapir

Dafna Sidkiyahu

Amit Kappon

Avigail Labaton

Tomer Basson

Danielle Fadlon

Amit Ron

Inbal Ronel

Sharon Strauss

Yitzhak Hefetz

Roy Eilon

Isack V. Hasday

Astar Shechter

Shahar Schleifer

Shmuel Matan Ben-Guigui

Niv Braverman

Anat Zehavi

Yael Hana Tikotsky

Hana Atias

Laura Tal Hadar

Tal Cohen

Yaara Suesskind

Oren Meiri

Netanel Nehemya

Anat Primovich

Omer Rousso Haezrachy

Omer Razin

Ran Shamia

Avidor Lapid (CPA)

Lilach Shamir (CPA)

Coral Ashkeloni

Ygal Vilshanskiy

Amit Tal

Inbar Nisim Katz

Omri Katz

Shir Hershkovits

Toot Salles

Hila Sabah

Kobi Shetret

Inbar Boiangio

David Chester

Michal Lavi-Sneh

Netta Oyerbach

Lee Cohen

Sirage Satel

Stav Tayar

____________

Zvi Ephrat, Senior Counsel

Zvi Sohar, Of-Counsel

Rani M. Haj-Yachya, Of-Counsel  

   

Tel-Aviv: 45 Rothschild Blvd., Herzliya : 1 Abba Eban Blvd

Phone: +972-3-7109191 Fax: +972-3-5606555

E-mail address: office@gornitzky.com P.O.B 29141 Tel-Aviv 6578403 Israel

 

Advocates&Notaries

www.gornitzky.com

ESTABLISHED - 1938

Eric J. Gornitzky

Boaz Nahir

Ariel Zelichov

Dalia Ronen

Hagar Alon-Windman

Daphna Talgam

(1921 – 1997)

(1930 – 2006)

(1955 – 2009)

(1956 – 2000)

(1978 – 2013)

(1954 – 2015)

*      Member of the New York State Bar

**    Member of the New York State Bar and Massachusetts Bar

***  Solicitor in England & Wales

**** Solicitor in the State of Victoria, Australia

 

  

Exhibit 23.2

 

 

 

Fahn Kanne & Co.

Head Office

32 Hamasger Street

Tel-Aviv 6721118, ISRAEL

PO Box 36172, 6136101

 

T +972 3 7106666

F +972 3 7106660

www.gtfk.co.il

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our report dated March 29, 2018, with respect to the consolidated financial statements of B.O.S. Better Online Solutions Ltd. included in the Annual Report on Form 20F for the year ended December 31, 2017, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement .

 

/s/ FAHN KANNE & CO. GRANT THORNTON ISRAEL

FAHN KANNE & CO. GRANT THORNTON ISRAEL

 

Tel Aviv, Israel

November 13, 2018

Exhibit 23.3

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement of B.O.S. Better Online Solutions Ltd. (“BOS”) on Form S-8 pertaining to the BOS 2003 Israeli Share Option Plan, of our report dated March 26, 2017, with respect to the consolidated financial statements of BOS for the years ended December 31, 2015 and December 31, 2016 filed with Securities and Exchange Commission under Form 20-F on March 29, 2018.

 

Tel Aviv, Israel

November 13, 2018

Very truly yours,
  /s/ KOST FORER GABBAY & KASIERER
 

/s/ KOST FORER GABBAY & KASIERER,

A Member of Ernst & Young Global