Incredimail 2012 Annual Report Download - page 64

On October 4, 2012, CCM Master Qualified Fund, Ltd. ("CCM"), Coghill Capital Management, L.L.C ("Coghill LLC") and Mr. Clint
Coghill jointly filed a Schedule 13G reporting the beneficial ownership of 496,772, or 5.01%, of our ordinary shares. Mr. Coghill is the
managing member of Coghill LLC, an entity which serves as the investment manager of CCM. On February 14, 2013, CCM, Coghill LLC and
Mr. Coghill jointly filed a Schedule 13G/A reporting the beneficial ownership of 567,616, or 4.72%, of our ordinary shares and therefore they
had ceased to be the beneficial owners of more than 5% of our outstanding shares.
On November 9, 2012, Globis Capital Partners, L.P., ("Globis Partners"), Globis Capital Advisors, L.L.C., ("Globis Advisors"), Globis
Overseas Fund, Ltd., ("Globis Overseas"), Globis Capital Management, L.P., (the "Investment Manager"), Globis Capital, L.L.C., ("GC"), and
Mr. Paul Packer ("Mr. Packer", and together with Globis Partners, Globis Advisors, Globis Overseas, the Investment Manager and GC, the
"Globis Reporting Persons") jointly filed a Schedule 13G relating to the beneficial ownership of a total of 535,617, or 5.3%, of our ordinary
shares. Globis Advisors serves as the general partner of Globis Partners. The Investment Manager serves as the investment manager to, and has
investment discretion over the securities held by, Globis Partners and Globis Overseas. GC serves as the general partner of the Investment
Manager. Mr. Packer is the Managing Member of Globis Advisors and GC. Each of Globis Partners and Globis Advisors reported beneficial
ownership of 465,097, or 4.6%, of our ordinary shares. Globis Overseas reported beneficial ownership of 70,520, or 0.7%, of our ordinary
shares. Each of the Investment Manager, GC and Mr. Packer reported beneficial ownership of 535,617, or 5.3%, of our ordinary shares. On
February 14, 2013, the Globis Reporting Persons jointly filed a Schedule 13G/A relating to the beneficial ownership of a total of 519,050, or
4.3%, of our ordinary shares and therefore reporting ceasing to be the beneficial owners of more than 5% of our outstanding shares.
To our knowledge, as of April 24, 2013, we had 8 shareholders of record of which 3 (including the Depository Trust Company) were
registered with addresses in the United States. These U.S. holders were, as of such date, the holders of record of approximately 82% of our
outstanding shares, including shares held through the Depository Trust Company.
B. RELATED PARTY TRANSACTIONS
It is our policy that transactions with office holders or transactions in which an office holder has a personal interest ("Affiliated
Transactions") will be on terms that, on the whole, are no less favorable to us than could be obtained from independent parties.
See "Item 10.B Memorandum and Articles of Association — Approval of Related Party Transactions" for a discussion of the
requirements of Israeli law regarding special approvals for transactions involving directors, officers or controlling shareholders.
C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
Our audited consolidated financial statements for the year ended December 31, 2012 are included in this annual report pursuant to Item
18.
Legal Proceedings
We are not aware of any legal proceedings the outcome of which would have a significant impact on the Company's financial condition.
Policy on Dividend Distribution
In November 2010 we announced that as we are focusing on growth and intend to utilize our cash and investments to achieve that
growth. Accordingly we decided to change our dividend policy to no longer distribute dividends.
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