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Share Name | Share Symbol | Market | Type |
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Jacada Ltd. - Ordinary Shares (MM) | NASDAQ:JCDA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.57 | 0 | 01:00:00 |
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Board Nominations Process
. Under the Companies Law, the nominations process for board members is conducted by the full board of directors, which differs from the NASDAQ Listing Rule requirement that the board nominations process be determined by a wholly independent nominating committee or by a majority of the independent members of the board of directors. We furthermore need not comply with the NASDAQ requirement to adopt a formal written charter or board resolution addressing the company’s board nomination process.
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Compensation of Chief Executive Officer and other Executive Officers
. Under the Companies Law, the compensation of the chief executive officer and all other executive officers is approved by our audit committee and by the full board of directors, which differs from the NASDAQ Listing Rule that requires that such compensation be determined, or recommended to the board for determination, either by a majority of the independent directors, or by a compensation committee comprised solely of independent directors. Under the Companies Law, if the chief executive officer or any other executive officer is also a director, the terms of compensation of the officer must be approved by our audit committee, board of directors and shareholders, and the officer may not be present when the audit committee or board of directors discusses or acts upon the terms of his or her compensation.
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Disclosure of Directors and Executive Officers Compensation
. Under the Companies Law, disclosure of the compensation of directors and members of our administrative, supervisory or management bodies is not required on an individual basis, which differs from the NASDAQ Listing Rule that requires such disclosure. Therefore, the compensation of our executive officers is provided on an aggregate basis in this Annual Report.
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Required Timing for Annual Shareholders Meetings.
Under the Companies Law, we are required to hold an annual shareholders meeting each calendar year and within 15 months of the last annual shareholders meeting, which differs from the corresponding requirement under NASDAQ Listing Rule 5620(a), which mandates that a listed company hold its annual shareholders' meeting within one year of the company’s fiscal year-end.
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JACADA LTD.
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By:
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/s/ Caroline Cronin | |
Caroline Cronin | |||
Chief Financial Officer
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1.1
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Memorandum of Association of Jacada Ltd. (incorporated by reference to Exhibit 3.1
to the registrant’s Registration Statement on Form F-1 (SEC File No. 333-10882)).
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1.2
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Articles of Association of Jacada Ltd. (incorporated by reference to Exhibit 3.2 to the
registrant’s Registration Statement on Form F-1 (SEC File No. 333-10882)).
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1.3
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Amendments to Jacada Ltd.’s Articles of Association, dated August 24, 2003
(incorporated by reference to Exhibit 1.3 to the registrant’s Annual Report on Form 20-F for the year ended December 31, 2003).
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1.4
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Amendments to Jacada Ltd.’s Articles of Association, dated August 25, 2004
(incorporated by reference to Exhibit 1.3 to the registrant’s Annual Report on Form 20-F for the year ended December 31, 2004).
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1.5
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Amendment to Jacada Ltd.’s Articles of Association, dated October 25, 2010
(incorporated by reference to Exhibit 1.5 to the registrant’s Annual Report on Form 20-F for the year ended December 31, 2010).
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4.1
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Jacada Ltd. 1999 Share Option and Incentive Plan (incorporated by reference to Exhibit
10.3 to the registrant’s Registration Statement on Form F-1 (file no. 333-10882)).
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4.2
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Amendment to Jacada Ltd. 1999 Share Option and Incentive Plan (incorporated by
reference to Exhibit 10.2 to the registrant’s Registration Statement on Form S-8 (file no.333-73650)).
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4.3
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Amendment No. 2 to the Jacada Ltd. Form of 1999 Share Option and Incentive Plan.
(incorporated by reference to Exhibit 4.8 to the registrant’s Annual Report on Form 20-F for the year ended December 31, 2009).
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4.4
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Jacada Ltd. 2003 Share Option Plan (incorporated by reference to Exhibit 99.1 to the
registrant’s Registration Statement on Form S-8 (file no. 333-111303)).
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4.5
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Amendment No. 1 to the Jacada Ltd. 2003 Share Option and Incentive Plan
(incorporated by reference to Exhibit 4.9 to the registrant’s Annual Report on Form 20-F for the year ended December 31, 2009).
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8
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List of Jacada Ltd.’s Subsidiaries (incorporated by reference to Exhibit 8 to the
registrant’s Annual Report on Form 20-F for the year ended December 31, 2009).
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11
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Code of Ethics of Jacada Ltd. (incorporated by reference to Exhibit 11 to the registrant’s
Annual Report on Form 20-F for the year ended December 31, 2003).
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12.1
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Certificate of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/Rule
15d-14(a).
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12.2
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Certificate of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/Rule 15d-
14(a).
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13.1
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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14.1
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Consent of Kost, Forer, Gabbay and Kasierer, a member of Ernst & Young Global.*
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101
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The following financial information from Jacada Ltd. Annual Report on Form 20-F for the year ended December 31, 2011, filed with the SEC on April 30, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2010 and 2011, (ii) Consolidated Balance Sheets (Parenthetical) as of December 31, 2010 and 2011, (iii) Consolidated Statements of Operations for the years ended December 31, 2009, 2010 and 2011, (iv) Consolidated Statements of Operations (Parenthetical) for the years ended December 31, 2009, 2010 and 2011, (v) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2009, 2010 and 2011, (vi) Consolidated Statements of Changes in Shareholders’ Equity (Parenthetical) for the years ended December 31, 2009, 2010 and 2011, (vii) Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2010 and 2011, and (viii) Notes to Consolidated Financial Statements.*
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