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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/23/13 Formula Systems (1985) Ltd 20-F/A 12/31/12 122:12M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 20-F/A Amendment to Annual Report by a Foreign HTML 61K
Non-Canadian Issuer
79: R1 Document and Entity Information HTML 56K
58: R2 Consolidated Balance Sheets HTML 202K
74: R3 Consolidated Balance Sheets [Parenthetical] HTML 48K
83: R4 Consolidated Statements of Income HTML 122K
110: R5 Statement of Comprehensive Income HTML 78K
61: R6 Consolidated Statements of Changes in Sharholders' HTML 96K
Equity
73: R7 Consolidated Statements of Cash Flows HTML 278K
52: R8 Statement of Other Comprehensive Income HTML 51K
41: R9 General HTML 49K
112: R10 Significant Accounting Policies HTML 187K
85: R11 Business Combination, Significant Transaction and HTML 107K
Sale of Business
84: R12 Marketable Securities HTML 106K
92: R13 Fair Value Measurement HTML 126K
93: R14 Investments in Affiliated Companies HTML 62K
89: R15 Property, Plants and Equipment, Net HTML 55K
94: R16 Goodwill HTML 43K
75: R17 Capitalized Software Development Costs and HTML 71K
Intangible Assets, Net
80: R18 Liabilities to Banks and Others HTML 65K
87: R19 Debentures HTML 53K
121: R20 Employee Option Plans HTML 121K
103: R21 Liability in Respect of Capital Lease HTML 43K
67: R22 Commitments and Contingencies HTML 61K
86: R23 Equity HTML 59K
70: R24 Income Taxes HTML 161K
30: R25 Supplementary Financial Statement Information HTML 245K
104: R26 Subsequent Events HTML 34K
117: R27 Significant Accounting Policies (Policies) HTML 310K
46: R28 General (Tables) HTML 38K
45: R29 Significant Accounting Policies (Tables) HTML 81K
50: R30 Business Combination, Significant Transaction and HTML 77K
Sale of Business (Tables)
51: R31 Marketable Securities (Tables) HTML 92K
53: R32 Fair Value Measurement (Tables) HTML 126K
18: R33 Investments in Affiliated Companies (Tables) HTML 53K
101: R34 Property, Plants and Equipment, Net (Tables) HTML 53K
65: R35 Goodwill (Tables) HTML 45K
68: R36 Capitalized Software Development Costs and HTML 54K
Intangible Assets, Net (Tables)
35: R37 Liabilities to Banks and Others (Tables) HTML 57K
120: R38 Debentures (Tables) HTML 39K
8: R39 Employee Option Plans (Tables) HTML 110K
55: R40 Liability in Respect of Capital Lease (Tables) HTML 41K
108: R41 Commitments and Contingencies (Tables) HTML 36K
32: R42 Equity (Tables) HTML 50K
44: R43 Income Taxes (Tables) HTML 89K
49: R44 Supplementary Financial Statement Information HTML 153K
(Tables)
59: R45 General (Details) HTML 35K
17: R46 General (Details Textual) HTML 41K
40: R47 Significant Accounting Policies (Details) HTML 43K
12: R48 Significant Accounting Policies (Details 1) HTML 33K
106: R49 Significant Accounting Policies (Details 2) HTML 32K
31: R50 Significant Accounting Policies (Details 3) HTML 59K
102: R51 Significant Accounting Policies (Details 4) HTML 46K
36: R52 Significant Accounting Policies (Details 5) HTML 42K
56: R53 Significant Accounting Policies (Details Textual) HTML 81K
10: R54 Business Combination, Significant Transaction and HTML 48K
Sale of Business (Details)
14: R55 Business Combination, Significant Transaction and HTML 34K
Sale of Business (Details 1)
48: R56 Business Combination, Significant Transaction and HTML 38K
Sale of Business (Details 2)
22: R57 Business Combination, Significant Transaction and HTML 43K
Sale of Business (Details 3)
113: R58 Business Combination, Significant Transaction and HTML 37K
Sale of Business (Details 4)
63: R59 Business Combination, Significant Transaction and HTML 34K
Sale of Business (Details 5)
90: R60 Business Combination, Significant Transaction and HTML 164K
Sale of Business (Details Textual)
39: R61 Marketable Securities (Details) HTML 60K
42: R62 Marketable Securities (Details 1) HTML 45K
99: R63 Marketable Securities (Details 2) HTML 43K
95: R64 Marketable Securities (Details 3) HTML 49K
66: R65 Marketable Securities (Details Textual) HTML 61K
97: R66 Fair Value Measurement (Details) HTML 72K
37: R67 Fair Value Measurement (Details 1) HTML 43K
71: R68 Fair Value Measurement (Details 2) HTML 43K
116: R69 Investments in Affiliated Companies (Details) HTML 41K
13: R70 Investments in Affiliated Companies (Details 1) HTML 61K
29: R71 Investments in Affiliated Companies (Details 2) HTML 37K
57: R72 Investments in Affiliated Companies (Details HTML 31K
Textual)
20: R73 Property, Plants and Equipment, Net (Details) HTML 50K
119: R74 Property, Plants and Equipment, Net (Details HTML 33K
Textual)
33: R75 Goodwill (Details) HTML 48K
24: R76 Capitalized Software Development Costs and HTML 49K
Intangible Assets, Net (Details)
28: R77 Capitalized Software Development Costs and HTML 46K
Intangible Assets, Net (Details 1)
15: R78 Capitalized Software Development Costs and HTML 46K
Intangible Assets, Net (Details 2)
19: R79 Capitalized Software Development Costs and HTML 39K
Intangible Assets, Net(Details Textual)
81: R80 Liabilities to Banks and Others (Details) HTML 47K
26: R81 Liabilities to Banks and Others (Details 1) HTML 51K
114: R82 Debentures (Details) HTML 41K
54: R83 Debentures (Details Textual) HTML 46K
88: R84 Employee Option Plans (Details) HTML 37K
96: R85 Employee Option Plans (Details 1) HTML 85K
25: R86 Employee Option Plans (Details 2) HTML 76K
27: R87 Employee Option Plans (Details 3) HTML 72K
111: R88 Employee Option Plans (Details Textual) HTML 89K
21: R89 Liability in Respect of Capital Lease (Details) HTML 52K
82: R90 Commitments and Contingencies (Details) HTML 56K
78: R91 Commitments and Contingencies (Details Textual) HTML 68K
100: R92 Equity (Details) HTML 38K
77: R93 Equity (Details Textual) HTML 52K
62: R94 Income Taxes (Details) HTML 48K
105: R95 Income Taxes (Details 1) HTML 48K
60: R96 Income Taxes (Details 2) HTML 37K
34: R97 Income Taxes (Details 3) HTML 67K
69: R98 Income Taxes (Details 4) HTML 70K
64: R99 Income Taxes (Details 5) HTML 49K
47: R100 Income Taxes (Details Textual) HTML 67K
122: R101 Supplementary Financial Statement Information HTML 49K
(Details)
98: R102 Supplementary Financial Statement Information HTML 40K
(Details 1)
76: R103 Supplementary Financial Statement Information HTML 47K
(Details 2)
16: R104 Supplementary Financial Statement Information HTML 48K
(Details 3)
107: R105 Supplementary Financial Statement Information HTML 35K
(Details 4)
115: R106 Supplementary Financial Statement Information HTML 63K
(Details 5)
109: R107 Supplementary Financial Statement Information HTML 60K
(Details 6)
72: R108 Supplementary Financial Statement Information HTML 36K
(Details 7)
23: R109 Supplementary Financial Statement Information HTML 34K
(Details 8)
91: R110 Supplementary Financial Statement Information HTML 71K
(Details 9)
38: R111 Supplementary Financial Statement HTML 38K
Information(Details Textual)
9: R112 Subsequent Events (Details Textual) HTML 31K
118: XML IDEA XML File -- Filing Summary XML 191K
43: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.34M
2: EX-101.INS XBRL Instance -- forty-20121231 XML 3.31M
4: EX-101.CAL XBRL Calculations -- forty-20121231_cal XML 303K
5: EX-101.DEF XBRL Definitions -- forty-20121231_def XML 1.47M
6: EX-101.LAB XBRL Labels -- forty-20121231_lab XML 2.02M
7: EX-101.PRE XBRL Presentations -- forty-20121231_pre XML 1.73M
3: EX-101.SCH XBRL Schema -- forty-20121231 XSD 351K
11: ZIP XBRL Zipped Folder -- 0001144204-13-031253-xbrl Zip 282K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
Amendment No. 1
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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, 2012
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
OR
¨ 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: 000-29442
FORMULA SYSTEMS (1985) 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)
Asaf Berenstin; 5 Haplada Street, Or Yehuda 60218, Israel
Tel: 972 3 5389487, Fax: 972 3 5389645
(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 |
| American Depositary Shares, each | NASDAQ Global Select Market |
| representing one Ordinary Share, NIS 1 par value |
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
C:
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:
As of December 31, 2012, the registrant had 13,596,000 outstanding ordinary shares, NIS 1 par value, of which 768,559 were represented by American Depositary Shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No S
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 S
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 S No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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 o | Accelerated filer x | Non-accelerated filer o |
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 Reporting Standards as issued by the International Accounting Standards Board o | Other o |
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 o Item 18 o
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 S
C:
Explanatory Note
This Amendment No. 1, or the Amendment, to the Annual Report on Form 20-F for the year ended December 31, 2012, filed on May 14, 2013 with the Securities and Exchange Commission, or the Report, is being filed by Formula Systems (1985) Ltd., or the Company, to amend the Report for the sole purpose of furnishing Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of the Securities and Exchange Commission’s Regulation S-T. In accordance with the applicable grace period, the Interactive Data File disclosure in Exhibit 101 is being furnished within 30 days following the due date for the Report.
Other than as expressly described above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Report, or reflect any events that have occurred after the Report was originally filed.
C:
ITEM 19. EXHIBITS
|
Exhibit No.
|
||
| 1.1 | Memorandum of Association (1) | |
| 1.2 | Amended and Restated Articles of Association, as adopted by Formula Systems (1985) Ltd. on January 8, 2012 (2) | |
| 2.1 | Depositary Agreement by and among Formula Systems (1985) Ltd., Bank of New York Mellon and the holders of the American Depositary Shares of Formula Systems (1985) Ltd. (1) | |
| 4.1 | Form of Letter of Indemnification for officers and directors, adopted by Formula Systems (1985) Ltd. on January 8, 2012 (3) | |
| 4.2 | English translation of Formula Systems (1985) Ltd. Employees and Office Holders Share Option Plan (2008)(4) | |
| 8 | List of Subsidiaries# | |
| 12.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act# | |
| 12.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act# | |
| 13.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002# | |
| 13.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002# | |
| 15.1 | Consent of Kost, Forer, Gabbay & Kaiserer, a member of Ernst & Young Global# | Consent of Kost, Forer, Gabbay & Kaiserer |
| 15.2 | Consent of Levy Cohen and Co.# | |
| 15.3 | Consent of Levy Cohen and Co.# | |
| 15.4 | Consent of Verstegen accountants en adviseurs# | |
| 15.5 | Consent of KDA Audit Corporation# | |
| 15.6 | Consent of Maria Negyessy# | |
| 101 | The following financial information from Formula Systems (1985) Ltd.’s annual report on Form 20-F for the year ended December 31, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2011 and 2012; (ii) Consolidated Statements of Income for the years ended December 31, 2010, 2011 and 2012; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2010, 2011 and 2012; (iv)Consolidated Statements of Changes in Equity for the years ended December 31, 2010, 2011 and 2012; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2011 and 2012; and (vi) Notes to the Consolidated Financial Statements, tagged as blocks of text.* + |
|
# Filed with the original filing of the Report.
*Furnished herewith.
+ Users of this data are advised, in accordance with Rule 406T of Regulation S-T promulgated by the SEC, that this Interactive Data File is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under those sections.
(1) Incorporated by reference to the Registration Statement on Form F-1 (File No. 333-8858) filed with respect to the registrant’s American Depositary Shares.
(2) Incorporated by reference to Exhibit 99.1 to the report on Form 6-K filed by the registrant with the Securities and Exchange Commission on January 18, 2012.
(3) Incorporated by reference to Exhibit 99.2 to the report on Form 6-K filed by the registrant with the Securities and Exchange Commission on January 18, 2012.
(4) Incorporated by reference to the annual report on Form 20-F for the 2008 fiscal year filed by the registrant with the Securities and Exchange Commission on April 27, 2009.
C:
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its annual report on its behalf.
FORMULA SYSTEMS (1985) LTD.
| By: | /s/Guy Bernstein | May 23, 2013 |
| Guy Bernstein | Date | |
| Chief Executive Officer |
C:
|
Exhibit No.
|
||
| 1.1 | Memorandum of Association (1) | |
| 1.2 | Amended and Restated Articles of Association, as adopted by Formula Systems (1985) Ltd. on January 8, 2012 (2) | |
| 2.1 | Depositary Agreement by and among Formula Systems (1985) Ltd., Bank of New York Mellon and the holders of the American Depositary Shares of Formula Systems (1985) Ltd. (1) | |
| 4.1 | Form of Letter of Indemnification for officers and directors, adopted by Formula Systems (1985) Ltd. on January 8, 2012 (3) | |
| 4.2 | English translation of Formula Systems (1985) Ltd. Employees and Office Holders Share Option Plan (2008)(4) | |
| 8 | List of Subsidiaries# | |
| 12.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act# | |
| 12.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act# | |
| 13.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002# | |
| 13.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002# | |
| 15.1 | Consent of Kost, Forer, Gabbay & Kaiserer, a member of Ernst & Young Global# | Consent of Kost, Forer, Gabbay & Kaiserer |
| 15.2 | Consent of Levy Cohen and Co.# | |
| 15.3 | Consent of Levy Cohen and Co.# | |
| 15.4 | Consent of Verstegen accountants en adviseurs# | |
| 15.5 | Consent of KDA Audit Corporation# | |
| 15.6 | Consent of Maria Negyessy# | |
| 101 | The following financial information from Formula Systems (1985) Ltd.’s annual report on Form 20-F for the year ended December 31, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2011 and 2012; (ii) Consolidated Statements of Income for the years ended December 31, 2010, 2011 and 2012; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2010, 2011 and 2012; (iv)Consolidated Statements of Changes in Equity for the years ended December 31, 2010, 2011 and 2012; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2011 and 2012; and (vi) Notes to the Consolidated Financial Statements, tagged as blocks of text.* + |
|
# Filed with the original filing of the Report.
*Furnished herewith.
+ Users of this data are advised, in accordance with Rule 406T of Regulation S-T promulgated by the SEC, that this Interactive Data File is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under those sections.
(1) Incorporated by reference to the Registration Statement on Form F-1 (File No. 333-8858) filed with respect to the registrant’s American Depositary Shares.
(2) Incorporated by reference to Exhibit 99.1 to the report on Form 6-K filed by the registrant with the Securities and Exchange Commission on January 18, 2012.
(3) Incorporated by reference to Exhibit 99.2 to the report on Form 6-K filed by the registrant with the Securities and Exchange Commission on January 18, 2012.
(4) Incorporated by reference to the annual report on Form 20-F for the 2008 fiscal year filed by the registrant with the Securities and Exchange Commission on April 27, 2009.
C:
| This ‘20-F/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/23/13 | |||
| 5/14/13 | 20-F | |||
| For Period end: | 12/31/12 | 20-F, NT 20-F | ||
| 1/18/12 | 6-K | |||
| 1/8/12 | ||||
| 12/31/11 | 20-F, NT 20-F | |||
| 12/31/10 | 20-F, 20-F/A | |||
| 4/27/09 | 20-F | |||
| List all Filings | ||||