Incredimail 2012 Annual Report Download - page 25

Provisions of our articles of association and Israeli law may delay, prevent or make difficult an acquisition of our Company, which could
prevent a change of control and, therefore, depress the price of our shares.
Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special
approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types
of transactions. In addition, our articles of association contain provisions that may make it more difficult to acquire our Company, such as
provisions establishing a classified board. Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to some
of our shareholders. See "Item 10.B Memorandum and Articles of Association — Approval of Related Party Transactions" and "Item 10.E
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Taxation — Israeli Taxation" for additional discussion about some anti-takeover effects of Israeli law.
These provisions of Israeli law may delay, prevent or make difficult an acquisition of our Company, which could prevent a change of
control and therefore depress the price of our shares.
Future sales of our ordinary shares could reduce our stock price.
Sales by shareholders of substantial amounts of our ordinary shares, or the perception that these sales may occur in the future, could
materially and adversely affect the market price of our ordinary shares. In addition, although our executive officers and directors have certain
limitations regarding how and when they may trade our securities, neither they nor relatively large shareholders are subject to contractual
restrictions on the sale by them of shares, resulting in a substantial number of shares held by them in the public market. Furthermore, the market
price of our ordinary shares could drop significantly if our executive officers, directors, or certain large shareholders sell their shares, or are
perceived by the market as intending to sell them.
Our ordinary shares are traded on more than one market and this may result in price variations.
Our ordinary shares are traded on the NASDAQ Global Market ("NASDAQ") and on the TASE. Trading in our ordinary shares on
these markets is effected in different currencies (U.S. dollars on NASDAQ and NIS on the TASE) and at different times (resulting from different
time zones, different trading days and different public holidays in the United States and Israel). Consequently, the trading prices of our ordinary
shares on these two markets often differ, resulting from the factors described above as well as differences in exchange rates and from political
events and economic conditions in the United States and Israel. Any decrease in the trading price of our ordinary shares on one of these markets
could cause a decrease in the trading price of our ordinary shares on the other market.
ITEM 4. INFORMATION ON T H E COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
Our History
We were incorporated in the State of Israel in November 1999 under the name Verticon Ltd. and changed our name to Incredimail Ltd.
in November 2000. In November 2011, we changed our name to Perion Network Ltd., to better reflect the diverse nature of our business. We
operate under the laws of the State of Israel. Our headquarters are located at 4 HaNechoshet Street, Tel-
Aviv 69710, Israel. Our phone number
is (972-3) 769-6100. Our website address is www.perion.com . The information on our websites does not constitute a part of this annual report.
We completed the initial public offering of our ordinary shares in the United States on February 3, 2006, whereby we became a "limited
liability public company" under the Companies Law.
Since November 20, 2007 the Company’s ordinary shares are also traded on the Tel Aviv Stock Exchange.
On August 31, 2011 we completed the purchase of Smilebox Inc., a Washington corporation, through our Delaware subsidiary.
On November 30, 2012 we completed the purchase of SweetIM Ltd., a Belize company that wholly owns SweetIM Technologies Ltd.,
an Israeli company. See “Recent Developments” below.
Principal Capital Expenditures
We had capital expenditures of $45.7 million in 2012, $32.7 million in 2011 and $0.9 million in 2010. We currently expect that outside
of possible acquisitions of products and companies, our capital expenditures will be approximately $1.5 million in 2013. To date, we have
financed our general capital expenditures with cash generated from operations.
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