SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 20-F/A
AMENDNEMT NO. 1
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO
__________
[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 Date of event requiring this shell company report
COMMISSION FILE NUMBER: 0-19415
MAGIC SOFTWARE ENTERPRISES LTD.
(Exact name of Registrant as specified in its charter
and translation of Registrant's name into English)
ISRAEL
(Jurisdiction of incorporation or organization)
5 HAPLADA STREET, OR YEHUDA 60218, ISRAEL
(Address of principal executive offices)
AMIT BIRK; +972 (3) 538 9322; ABIRK@MAGICSOFTWARE.COM
5 HAPLADA STREET, OR YEHUDA 60218, ISRAEL
(Name, Telephone, E-mail and/or Facsimile number and
Address of Company Contact Person
Securities registered or to be registered pursuant to Section 12(b) of
the Act:
Title of each class Name of each exchange on which registered
ORDINARY SHARES, NIS 0.1 PAR VALUE NASDAQ GLOBAL MARKET
Securities registered or to be registered pursuant to Section 12(g) of the Act:
NONE
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: NONE
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
ORDINARY SHARES, PAR VALUE NIS 0. 1 PER SHARE..........31,893,880
(as of December 31, 2008)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes ___ No X
If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
Yes___ No X
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No __
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark which basis of accounting the registrant has used to
prepare the financial statements included in this filing:
U.S. GAAP [X] International Financial Other [ ]
Reporting Standards as
issued by the International
Accounting Standards Board [ ]
If "Other" has been checked in response to the previous question, indicate by
check mark which financial statement item the registrant has elected to follow:
Item 17 [ ] Item 18 [ ]
If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ___ No X
This annual report on Form 20-F is incorporated by reference into the
registrant's Registration Statements on Form S-8, File Nos. 333-13270,
333-11220, 333-1946, 333-10794, 333-113552, 333-132221 and 333-149553.
EXPLANATORY NOTE
This Amendment No. 1 on Form 20-F/A to our Annual Report on Form 20-F
for the year ended December 31, 2008, or Amendment No. 1, amends our Annual
Report on Form 20-F for the year ended December 31, 2008 filed with the
Securities and Exchange Commission on April 2, 2009. The Form 20-F for the year
ended December 31, 2008 is hereby amended to revise Item 11. Quantitative And
Qualitative Disclosures About Market Risks.
Other than the foregoing Item, no part of our Annual Report on 20-F for
the year ended December 31, 2008 is being amended. This Amendment No. 1 is not
intended to revise other information presented in our Annual Report on Form 20-F
for the year ended December 31, 2008 as originally filed and all such other
information in the original filing remains unchanged.
i
TABLE OF CONTENTS
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS..........1
SIGNATURES.....................................................................2
ii
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
-----------------------------------------------------------
We are exposed to a variety of market risks, primarily changes in
interest rates affecting our investments in marketable securities and foreign
currency fluctuations.
INTEREST RATE RISK
Except for our exposure to market risk for changes in interest rates
relating to our investments in marketable securities, which are principally
denominated in U.S. dollars, we do not have any substantial risk which is
derived from a change in interest rates. The net increase in earnings and cash
flow for the next year resulting from a ten percent interest rate increase would
be negligible.
FOREIGN CURRENCY EXCHANGE RISK
Our financial results may be negatively impacted by foreign currency
fluctuations. Our foreign operations are transacted through a global network of
subsidiaries. These sales and related expenses are generally denominated in
currencies other than the U.S. dollar, except in Israel, where our sales are
denominated in U.S. dollars and our expenses are denominated in New Israeli
Shekel. Because our financial results are reported in U.S. dollars, our results
of operations may be adversely impacted by fluctuations in the rates of exchange
between the U.S. dollar and such other currencies as the financial results of
our foreign subsidiaries are converted into U.S. dollars in consolidation. Our
earnings are predominantly affected by fluctuations in the value of the U.S.
dollar as compared to the New Israeli Shekel, the U.S. dollar as compared to the
Euro and to the Japanese Yen. An increase of 10% in the value of the New Israeli
Shekel relative to the U.S. dollar in 2008 would have resulted in a decrease in
the U.S. dollar reporting value of our operating income of $2 million for that
year, while a decrease of 10% in the value of the New Israeli Shekel relative to
the U.S. dollar in 2008 would have resulted in an increase in the U.S. dollar
reporting value of our operating income of $1.7 million for the year. An
increase of 10% in the value of the Euro and in the value of the Japanese yen
relative to the U.S. dollar in 2008 would have resulted in an increase in the
U.S. dollar reporting value of our operating income of $0.6 million and $0.4
million respectively for that year, while a decrease of 10% in the value of the
Euro and in the value of the Japanese Yen relative to the U.S. dollar in 2008
would have resulted in a decrease in the U.S. dollar reporting value of our
operating income of $0.6 million and $0.3 million respectively for the year.
EQUITY PRICE RISK
The Company had $3.5 million of trading securities that are classified
as available for sale. Those securities have exposure to equity price risk. The
estimated potential loss in fair value resulting from a hypothetical ten percent
decrease in prices quoted on stock exchanges is approximately $350,000.
1
S I G N A T U R E S
-------------------
The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F/A and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.
MAGIC SOFTWARE ENTERPRISES LTD.
By: /s/ Guy Bernstein
-----------------
Name: Guy Bernstein
Title: Active Chairman of the Board of Directors
Dated: December 21, 2009
2