Incredimail 2008 Annual Report Download - page 69

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are present. In addition, we may follow our home country practice, instead of the Nasdaq Marketplace Rules, which require that we obtain
shareholder approval for certain dilutive events, such as for the establishment or amendment of certain equity based compensation plans, an
issuance that will result in a change of control of the company, certain transactions other than a public offering involving issuances of a 20% or
more interest in the company and certain acquisitions of the stock or assets of another company. Under Nasdaq Marketplace Rules, U.S. domestic
issuers are required to solicit proxies, provide proxy statements for all shareholder meetings and provide copies of such proxy materials to Nasdaq;
however, as a foreign private issuer, we are generally exempt from the SEC’s rules governing the solicitation of shareholder proxies.
See Item 6 “Directors, Senior Management and Employees – Board Practices” and Item 10.B “Additional Information –
Nasdaq Marketplace
Rules and Home Country Practices” for a detailed description of the significant ways in which the registrant’s corporate governance practices
differ from those followed by U.S. companies under the listing standards of the Nasdaq Global Market.
76
PART III
Not applicable.
The following financial statements and related auditors’ report are filed as part of this annual report:
ITEM 17.
FINANCIAL STATEMENTS
ITEM 18.
FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm F-2
Balance Sheets as of December 31, 2007 and 2008 F-3 - F-4
Statements of Income for the Years Ended December 31, 2006, 2007 and 2008 F-5
Statements of Changes in Shareholders' Equity (Deficiency)
for the Years Ended December 31, 2006, 2007 and 2008 F-6
Statements of Cash Flows for the Years Ended December 31, 2006, 2007 and 2008 F-7
Notes to Financial Statements F-9
ITEM 19.
EXHIBITS:
No.
Description
1.1
Memorandum of Association of Registrant (1)
1.2
Certificate of Change of Name of Registrant (translated from Hebrew) (1)
1.3
Amended and Restated Articles of Association of Registrant, dated February 3, 2006 (2)
4.1
Google AdSenseTM Online Standard Terms and Conditions (4)
4.2
OEM Agreement, effective December 7, 2004, between Commtouch Ltd. and the Registrant (1)
4.3
The Registrant's 2003 Israeli Share Option Plan and the form of Option Agreement (1)
4.4 Google Services Agreement, dated July 1, 2008, by and between the Registrant and Google Ireland Ltd., a company organized
under the laws of Ireland.*
8
List of all subsidiaries.
11
Code of Ethics (4)
12.1
Certification required by Rule 13a
-
14(a) or Rule 15d
-
14(a) executed by the Chief Executive officer of the Company
12.2
Certification required by Rule 13a
-
14(a) or Rule 15d
-
14(a) executed by the Chief Financial officer of the Company