SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2017-04-28 | Period of Report: 2016-12-31 SEC Accession No. 0001178913-17-001243 (HTML Version on secdatabase.com) FILER JACADA LTD Mailing Address Business Address JACADA INC 400 11 GALGALEI HAPLADA ST CIK:1095747| IRS No.: 000000000 | Fiscal Year End: 1231 PERIMETER CENTER PO BOX 12175 Type: 20-F | Act: 34 | File No.: 000-30342 | Film No.: 17791574 TERRACE HERZLIYA 46722 ISRAE L3 SIC: 7372 Prepackaged software SUITE 195 9729525900 ATLANTA GA 30346 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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............................. For the transition period from ____________ to ______________ Commission file number 000-30342 JACADA LTD. (Exact name of Registrant as specified in its charter) Israel (Jurisdiction of incorporation or organization) 8 Hasadnaot Street Herzliya 46728, Israel (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: NONE Securities registered or to be registered pursuant to Section 12(g) of the Act: Ordinary shares, par value NIS 0.04 per share Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the Annual Report: 4,517,938 Ordinary Shares, par value NIS 0.04 per share Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No 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 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 ☐ 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 ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. Large accelerated filer: ☐ Accelerated filer: ☐ Non-accelerated filer: ☒ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with US GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filling. US GAAP: ☒ International Financial Reporting Standards: ☐ Other: ☐ 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 ☐ Item 18 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 ☒ Copyright © 2017 www.secdatabase.com. 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Please Consider the Environment Before Printing This Document TABLE OF CONTENTS ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3: KEY INFORMATION 1 ITEM 4: INFORMATION ON THE COMPANY 16 ITEM UNRESOLVED STAFF COMMENTS 28 4A: ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS 28 ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 53 ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 65 ITEM 8: FINANCIAL INFORMATION 68 ITEM 9: THE OFFER AND LISTING 69 ITEM ADDITIONAL INFORMATION 70 10: ITEM QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 91 11: ITEM DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 91 12: ITEM DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 93 13: ITEM MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 93 14: ITEM CONTROLS AND PROCEDURES 93 15: ITEM AUDIT COMMITTEE FINANCIAL EXPERT 94 16A: ITEM CODE OF ETHICS 94 16B: ITEM PRINCIPAL ACCOUNTANT FEES AND SERVICES 94 16C: ITEM EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 95 16D: ITEM PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 95 16E: ITEM CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT 95 16F: ITEM CORPORATE GOVERNANCE 95 16G: ITEM MINE SAFETY DISCLOSURE 95 16H: ITEM FINANCIAL STATEMENTS 95 17: ITEM FINANCIAL STATEMENTS 96 18: ITEM EXHIBITS 96 19: Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document INTRODUCTION As used in this annual report, references to “we,” “our,” “ours,” “us,” “our company” and “Jacada” refer to Jacada Ltd. and its subsidiaries, unless otherwise indicated. We have prepared our consolidated financial statements in U.S. dollars, and in accordance with U.S. generally accepted accounting principles (GAAP). All references in this Annual Report to “dollars” or “$” are to U.S. dollars and all references to “NIS” are to New Israeli Shekels. Amounts and percentages appearing in this Annual Report may not total due to rounding. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include all statements that are not statements of historical facts regarding the intent, belief, or current expectations of our company, our directors or our officers with respect to, among other things: (i) our financing plans; (ii) trends affecting our financial condition or results of operations; and (iii) our growth strategy and operating strategy (including the development of our products and services). The words “may,” “could,” “would,” “will,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions or variations thereof are intended to identify forward-looking statements. Prospective investors are cautioned that any such forward‑looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond our ability to control and that actual results may differ materially from those in the forward‑looking statements as a result of various factors and other information contained in this Annual Report, including the performance and continued acceptance of our products, general economic conditions and other risk factors identified under the heading “Item 3.D. Risk Factors”. CERTAIN ADDITIONAL TERMS AND CONVENTIONS In this Annual Report, unless the context otherwise requires: · references to “ordinary shares”, “our shares” and similar expressions refer to our Ordinary Shares, par value NIS 0.04 per share; · references to the “articles” or “amended articles” are to our Amended and Restated Articles of Association, as amended and currently in effect; · references to the “Companies Law” are to the Israeli Companies Law, 5759-1999, as amended; · references to the “Securities Act” are to the U.S. Securities Act of 1933, as amended; · references to the “Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended; · references to the “SEC” are to the United States Securities and Exchange Commission; and · references to “US GAAP” are to generally accepted accounting principles adopted by the SEC. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. Item 2: OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. Item 3: KEY INFORMATION A. Selected Financial Data The following table sets forth selected financial data from our consolidated statements of operations and balance sheets for the periods indicated. The selected consolidated statement of operations data for the years ended December 31, 2016, 2015 and 2014, and the selected consolidated balance sheet data as of December 31, 2016 and 2015, have been derived from our audited consolidated financial statements and the notes thereto included elsewhere in this Annual Report. The financial statements