Incredimail 2008 Annual Report Download - page 68

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74
None.
Issuer Purchases of Equity Securities (1)
(1) On January 23, 2008 we announced that our board had approved the use of $1 million of our available cash to repurchase our ordinary shares.
On March 25, 2009 we announced that our board had elected to continue with the second phase of this plan that authorizes the purchase of up to
an additional $1 million of our ordinary shares, subject to approval from the Israeli Tax Authority which has not yet been received. Under the
repurchase program, share purchases may be made from time to time at the discretion of management in the open market or in privately negotiated
transactions depending on market conditions, share price, trading volume and other factors. Such purchases will be made in accordance with the
requirements of the SEC. For a portion of the authorized repurchase amount, we may enter into a plan that is compliant with Rule 10b5-1 of the
Securities Exchange Act of 1934 that is designed to facilitate such purchases. The repurchase program has no time limit, does not require us to
acquire a specific number of shares, and may be suspended from time to time or discontinued.
Not applicable.
As a foreign private issuer whose shares are listed on the Nasdaq Global Market, we are permitted to follow certain home country corporate
governance practices instead of certain requirements of the Nasdaq Marketplace Rules.
As described in Item 10.B “Additional Information – Nasdaq Marketplace Rules and Home Country Practices,” we do not comply with the
Nasdaq requirement that an issuer listed on the Nasdaq Global Market have a quorum requirement that in no case be less than 33 1/3% of the
outstanding shares of the company’s common voting stock. However, our articles of association, consistent with the Israeli Companies Law,
provide that the quorum requirements for an adjourned meeting are the presence of a minimum of two shareholders present in person. Our quorum
requirements for an adjourned meeting do not comply with the Nasdaq requirements and we instead follow our home country practice.
75
As a foreign private issuer listed on the Nasdaq Global Market, we may also follow home country practice with regard to, among other
things, distribution of annual and quarterly reports to shareholders, approval of related party transactions, composition of the board of directors,
approval of compensation of executive officers, director nomination process and regularly scheduled meetings at which only independent directors
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Period
(a) Total Number
of
Shares (or Units)
Purchased
(b) Average Price
Paid
per Share (or Unit)
(c) Total Number of
Shares (or Units)
Purchased as Part
of
Publicly
Announced
Plans
(d) Approximate
Dollar
Value in thousands)
of Shares that
May Yet Be
Purchased
Under the Plans or
Programs
May 2009
0
0
0
$
0
April 2009
0
0
0
$
0
March 2009
2,403
2.69
2,403
$
0
February 2009
18,891
2.74
18,891
$
4
January 2009
24,161
2.58
24,161
$
56
December 2008
76,910
2.37
76,910
$
118
November 2008
44,896
2.71
44,896
$
301
October 2008
93,788
3.14
93,788
$
422
September 2008
26,204
3.42
26,204
$
717
August 2008
39,093
3.32
39,093
$
806
July 2008
19,673
3.25
19,673
$
936
June 2008
0
0
0
$
0
ITEM 16F.
CHANGE IN REGISTRANT
’
S CERTIFYING ACCOUNTANT
ITEM 16G.
CORPORATE GOVERNANCE