6-K 1 form6k.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2003 I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED. (Translation of Registrant's Name Into English) 33 Jabotinsky Street Ramat Gan, Israel (Address of Principal Executive Offices) (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) Form 20-F /X/ Form 40-F / / (Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes / / No /X/ (If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______.) This Report of Foreign Private Issuer on Form 6-K is incorporated by reference in the prospectus in any effective Registration Statement on Form F-3 filed by I.I.S. Intelligent Information Systems Limited prior to or after the date hereof. ================================================================================ The following item is being submitted herewith as Exhibit 1: 1. Press Release, dated January 22, 2003, of the Registrant regarding its delisting from the Nasdaq SmallCap Market and third-quarter 2002 financial results. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED Date: January 23, 2003 By: /s/ David Warburg -------------------------------------- David Warburg Attorney-in-Fact for Robi Hartman, Chief Executive Officer EXHIBIT 1 I.I.S. INTELLIGENT INFORMATION SYSTEMS WILL BE DELISTED FROM THE NASDAQ SMALLCAP MARKET COMPANY MOVES TO OTC BULLETIN BOARD COMPANY ALSO REPORTS THIRD QUARTER 2002 FINANCIAL RESULTS RAMAT GAN, Israel, Jan. 22 /PRNewswire-FirstCall/ -- I.I.S. Intelligent Information Systems Ltd., (Nasdaq: IISL - News) announced today that a Nasdaq Listing Qualifications Panel has denied the Company's appeal of a November 4, 2002 Staff Determination to delist the Company's Ordinary Shares from The Nasdaq SmallCap Market. Accordingly, the Company's Ordinary Shares will be delisted from The Nasdaq SmallCap Market effective with the open of business on January 23, 2003. The Company's Ordinary Shares are eligible to trade on the OTC Bulletin Board. "We are confident that the OTC Bulletin Board will satisfy our shareholders' needs," said Robi Hartman, Chairman and CEO of the Company. The OTC Bulletin Board is a regulated quotation service that displays real-time quotes, last sale prices, and volume information in over-the-counter equity securities. OTC Bulletin Board securities are traded by a community of market makers that enter quotes and trade reports through a highly sophisticated, closed computer network. Further information regarding the OTC Bulletin Board can be found on the internet at www.otcbb.com. The Company's ticker symbol will remain "IISL" on the OTC Bulletin Board. However, some quotation services add an "OB" to the end of the symbol and will use "IISL.OB" for the purpose of providing stock quotes. The Company also today announced financial results for the third quarter ended September 30, 2002. Revenue for the third quarter was US$44,000 compared with US$88,000 in the comparable quarter last year. The loss for the quarter was US$417,000 or (US$0.04) per share, compared with US$532,000 or (US$0.06) in the third quarter of 2001. These losses reflect the Company's ongoing participation in the losses of StoreAge Networking Technologies Ltd. ("StoreAge"), the Company's 39%-held associate company, currently in its maturation phase. The losses, which amounted to US$346,000 this quarter, were mainly as a result of continued investment in R&D, the enhancement of sales and marketing operations in the US, and the establishment of sales partnerships in Europe and the Far East. "The Company continues to be impacted by declines in the technology sector and the overall sluggish economy," said Robi Hartman. "However, we are committed to pursuing a strategy that will be in the best interest of the Company and its shareholders. As such, we have been focusing on strict cost-containment, while reviewing a number of business, financial and operational alternatives available to us. It is impossible to predict the timing of an economic recovery, but we are hopeful that our efforts will enable us to weather the storm while we await better economic times." Hartman added, "I still believe in the value of our StoreAge affiliate, and I have continued to purchase shares on the open market." As part of its cost-containment efforts, the Company has terminated all its iSCSI activities and the Audit Committee and Board of Directors have approved in principle a management buy-out of these activities in consideration for 25% of a new entity to be formed to continue these activities and the undertaking of such new entity to fulfill the obligations of the Company to its customers. This management buy-out is still subject to final agreement and approval of the Audit Committee and Board of Directors of the Company. About IIS I.I.S. Intelligent Information Systems Ltd. (IIS) (http://www.iislf.com) is focused on R&D investments and operations within the technology sector of Storage Networking. The Company owns a 39% interest in StoreAge Networking Technologies, Ltd (http://www.store-age.com), a leader in Storage Virtualization technology. This release contains historical information and forward-looking statements. Statements looking forward in time are included in this release pursuant to the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995. They involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to be materially different from any future performance suggested herein. Further, the Company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the Company's control. In the context of the forward-looking information provided in this release and in other releases and reports by the Company, please refer to the discussions of risk factors detailed in, as well as the other information contained in, the Company's filings with the Securities and Exchange Commission during the past 12 months. IIS Intelligent Information Systems Ltd SUMMARY OF CONSOLIDATED STATEMENT OF OPERATION (In thousands except per share amounts)

~~NUMBER~~Three OFmonths ~~PERCENT~~Nine OFmonths ~~NAME~~Year ~~AND~~ended ~~ADDRESS~~ended ~~ORDINARY~~ended ~~SHARES~~Sept. ~~ORDINARY~~30, ~~SHARES~~Sept. ~~BENEFICIALLY~~30, ~~OWNED(1)~~Dec. ~~BENEFICIALLY~~31, ~~OWNED(2)~~2002 2001 2002 2001 2001 Revenues Revenues from related party $ 30 $ - $ 145 $ -~~-----------------------------------------~~ $ 251 Products 14 88 57 247 83 44 88 202 247 334 Cost of revenues Revenues from related party 21 -~~----------------------~~ 51 -~~----------------------~~ ~~CDC~~155 ~~Holdings~~Products ~~Ltd.(~~7 3~~).......................~~ ~~1,258,225~~37 ~~10.87%~~28 ~~Robi~~28 ~~Hartman(4)............................~~28 13 88 28 183 Gross profit 16 85 114 219 151 Operating expenses Research & Development,~~469,814~~ net 145 150 378 465 479 Selling & Marketing Expenses 9 5 45 12~~.70%~~ ~~All~~21 ~~directors~~General ~~and~~& ~~officers~~Administrative asExpenses a132 ~~group......~~195 ~~1,759,814~~440 578 791 Amortization of other assets - 24 - 72 97 Non recurring income (5212) ~~15.20%~~- (212) - (180)

Total operating expenses 74 374 651 1,127 1,208 Operating Loss (58) (289) (537) (908) (1,057) Financial expenses Financial income (expenses) (13) (37) (8) (72) (56) Financial expenses from conversion of convertible debentures - - - - (1,491) Total financial income (expenses) (13) (37) (8) (72) (1,547) Other income (expenses) - 1 - 1 - Loss before equity losses (71) (325) (545) (610) (2,604) Equity in losses of an affiliate (346) (206) (1,125) (610) (877) Net loss $ (417) $ (532) $ (1,670) $ (1,589) $ (3,481) Loss per share $ (0.04) $ (0.06) $ (0.15) $ (0.17) $ (0.37) Weighted AVG. No of shares outstanding 11,502 9,535 11,469 9,185 9,409

IIS Intelligent Information Systems Ltd CONSOLIDATED BALANCE SHEETS (In thousands)

~~NUMBER~~September OF30 ~~PRINCIPAL~~December ~~SHARES~~31, ~~OCCUPATION~~2002 ~~DIRECTOR~~2001 ~~DIRECTORSHIP~~2001 ~~BENEFICIALLY~~ASSETS ~~NAME~~CURRENT ORASSETS: ~~EMPLOYMENT~~Cash ~~AGE~~and ~~SINCE~~Cash ~~EXPIRES~~Equivalents ~~OWNED(~~$ 721 $ 2,375 $ 1),556 ~~----~~Trade ~~-------------~~Receivables ~~---~~9 ~~--------~~14 ~~------------~~13 ~~------------~~Other ~~Robi~~Accounts ~~Hartman~~Receivable ~~Chairman~~127 ~~and~~164 ~~Chief~~130 ~~Executive~~Total ~~Officer~~Current ofAssets ~~the~~857 ~~Company~~2,553 411,699 ~~1998~~INVESTMENT *IN AFFILIATE 125 1,~~619~~537 1,~~814~~250 ~~David~~PROPERTY, ~~Rubner~~PLANT ~~Chairman~~AND ~~and~~EQUIPMENT, ~~Chief~~NET ~~Executive~~68 ~~Officer,~~96 ~~Rubner~~88 ~~Technology~~OTHER ~~Ventures~~ASSETS ~~Ltd.~~186 62211 ~~2000~~186 ~~2003~~TOTAL 50ASSETS $ 1,~~000~~236 $ 4,397 $ 3,223 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Short Term Bank Debt $ 3 $ 10 $ 10 Trade Payables 77 130 119 Other Accounts Payable 237 783 546

Total Current Liabilities 317 923 675 LONG TERM LIABILITIES: Banks - 4 1 Convertible Loan - 2,855 - Accrued Severance Pay, net 10 12 12 Total Long Term Liabilities 10 2,871 13 SHAREHOLDERS' EQUITY: Share Capital 55 54 55 Additional Paid in Capital 41,402 37,624 41,419 Accumulated other comprehensive income (loss) - - - Receipts on account of shares - - - Receivables on account of shares - - - Deferred Compensation (28) (117) (89) Accumulated Deficit (40,520) (36,958) (38,850) TOTAL SHAREHOLDERS' EQUITY 909 603 2,535 TOTAL LIABILITIES $ 1,236 $ 4,397 $ 3,223

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