SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2008
MER TELEMANAGEMENT SOLUTIONS LTD.
(Name of Registrant)
22 Zarhin Street, Ra'anana 43662, Israel
(Address of Principal Executive Office)
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 if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): [_]
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): [_]
Indicate by check mark whether by furnishing the information contained in
this Form, the registrant 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 Form 6-K is being incorporated by reference into the Registrant's Form
F-3 Registration Statement File No. 333-128225 and Form S-8 Registration
Statements File Nos. 333-12014 and 333-123321.
MER Telemanagement Solutions Ltd.
6-K Items
1. Pro Forma Balance Sheet as of December 31, 2007 to reflect the sale of
the Company's investment in cVidya Networks Inc. and the sale of
750,000 ordinary shares, both in the first quarter of 2008.
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands
As of December 31, 2007
----------------------------
Actual As Adjusted(1)
-------- --------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $1,437 $2,790
Short term bank deposits - -
Marketable securities 169 169
Trade receivables (net of allowance for doubtful accounts of
$ 505 and $ 882 at December 31, 2006 and 2007, respectively) 1,172 1,172
Unbilled receivables 129 129
Other accounts receivable and prepaid expenses 544 544
Investment in other companies 221 -
Inventories 66 66
------ ------
Total current assets 3,738 4,870
----- ------ ------
LONG-TERM ASSETS:
Investments in an affiliate - -
Severance pay fund 730 730
Other investments 3 3
Deferred income taxes 123 123
------ ------
Total long-term assets 856 856
----- ------ ------
PROPERTY AND EQUIPMENT, NET 283 283
------ ------
OTHER ASSETS:
Goodwill 2,796 2,796
Other intangible assets, net 805 805
Total other assets 3,601 3,601
----- ------ ------
Total assets $8,478 $9,610
----- ====== ======
-----------------------
(1) As adjusted to reflect the sale of the Company's investment in cVidya
Networks Inc. for 603,000 and the gain of $382,000 recorded from that sale and
the sale of 750,000 ordinary shares at $1.00 per share, and the receipt of $
750,000 in proceeds, both in February 2008.
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands (except share and per share data)
As of December 31, 2007
----------------------------
Actual As Adjusted(1)
-------- --------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short term bank credit and current maturities on bank loan $ 606 $ 606
Trade payables 447 447
Accrued expenses and other liabilities 3,309 3,309
Deferred revenues 1,390 1,390
-------- --------
Total current liabilities 5,752 5,752
----- -------- --------
LONG-TERM LIABILITIES:
Long term bank loan - -
Accrued severance pay 1,157 1,157
-------- --------
Total long-term liabilities 1,157 1,157
----- -------- --------
COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares of NIS 0.01 par value - Authorized: 12,000,000 shares
at December 31, 2007; Issued: 5,784,645 shares at December 31, 2007;
Outstanding: 5,773,845 shares at December 31, 2007 17 19
Additional paid-in capital 16,201 16,949
Treasury shares (10,800 Ordinary shares at December 31, 2007) (29) (29)
Accumulated other comprehensive income 12 12
Accumulated deficit (14,632) (14,250)
-------- --------
Total shareholders' equity 1,569 2,701
----- -------- --------
Total liabilities and shareholders' equity $ 8,478 $ 9,610
----- ======== ========
-----------------------
(1) As adjusted to reflect the sale of the Company's investment in cVidya
Networks Inc. for 603,000 and the gain of $382,000 recorded from that sale and
the sale of 750,000 ordinary shares at $1.00 per share, and the receipt of $
750,000 in proceeds, both in February 2008.
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, thereunto duly authorized.
MER TELEMANAGEMENT SOLUTIONS LTD.
(Registrant)
By: /s/ Eytan Bar
--------------
Eytan Bar
President and
Chief Executive Officer
Date: March 11, 2008