- Report of Foreign Issuer (6-K)

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FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of June 2010

Commission File Number: 0-28986

TTI TEAM TELECOM INTERNATIONAL LTD.

 (Translation of registrant’s name into English)

 

12 Amal Street, Park Afek, Rosh Ha'ayin, 48092, Israel

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x     Form 40-F o

 

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 o     No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

The information set forth in this Report on Form 6-K is hereby incorporated by reference into: (i) the Registrant’s Registration Statem ent on Form F-3 (Registration No. 333-122236) and (ii) the Registrant’s Registration Statements on Form S-8 (Registration Nos. 333-101979, 333-127097 and 333-139716).

 

 

 

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CONTENTS

This report on Form 6-K of the Registrant consists of the following documents, which are hereby attached hereto and incorporated by reference herein:

(1)	Registrant’s Letter to Shareholders, Notice of Meetings and Proxy Statement in connection with the Extraordinary General Meetings of Shareholders of the Registrant to be held on July 22, 2010, attached as Exhibit 99.1 hereto, together with the following appendices thereto:

(a)

Appendix A – Agreement and Plan of Merger by and among TEOCO Corporation, TEOCO Israel Ltd., and the Registrant, dated as of June 8, 2010, attached as Exhibit 99.1(a) hereto; and

(b)

Appendix B – Opinion of Oppenheimer & Co. Inc., attached as Exhibit 99.1(b) hereto.

(2)	Form of Proxy Card for holders of Ordinary Shares of the Registrant in connection with the Ordinary Class Meeting and the Extraordinary General Meeting of Shareholders of the Registrant, to be held on July 22, 2010, attached as Exhibit 99.2 hereto.

(3)	Form of Proxy Card for holders of Preferred Shares of the Registrant in connection with the Preferred Class Meeting and the Extraordinary General Meeting of Shareholders of the Registrant, to be held on July 22, 2010, attached as Exhibit 99.3 hereto.

 

 

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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.

 

	TTI Team Telecom International Ltd.
Date: June 22, 2010	By:	/s/  Tali Cohen-Tueg
		Tali Cohen-Tueg
		Chief Financial Officer

                                                                     

 

 

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EXHIBIT INDEX

Exhibit                                   Description

Number                                   of Exhibit

99.1	Registrant’s Letter to Shareholders, Notice of Meetings and Proxy Statement in connection with the Extraordinary General Meetings of Shareholders of the Registrant to be held on July 22, 2010.

99.1(a)

Appendix A – Agreement and Plan of Merger by and among TEOCO Corporation, TEOCO Israel Ltd., and the Registrant, dated as of June 8, 2010.

99.1(b)

Appendix B – Opinion of Oppenheimer & Co. Inc.

99.2	Form of Proxy Card for holders of Ordinary Shares of the Registrant in connection with the Ordinary Class Meeting and the Extraordinary General Meeting of Shareholders of the Registrant, to be held on July 22, 2010.

99.3	Form of Proxy Card for holders of Preferred Shares of the Registrant in connection with the Preferred Class Meeting and the Extraordinary General Meeting of Shareholders of the Registrant, to be held on July 22, 2010.

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