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| o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g)OF THE SECURITIES EXCHANGE ACT OF 1934 |   |
|---|-----------------------------------------------------------------------------------------------|--------|

| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2009 |   |
|---|--------------------------------------------------------------------------------------------------------------------------------|--------|

| o      | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934  |   |
|--------|-----------------------------------------------------------------------------------------------|--------|
|   | OR                                                                                       |   |
| o      | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934    |   |

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|   | Title of each class                               |   | Name of each exchange onwhich registered |   |
|--------|---------------------------------------------------|--------|------------------------------------------|--------|
|   | Ordinary Shares, nominal value NIS 0.04 per share |   | NASDAQ Capital Market                    |   |

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| Large accelerated filer o | Accelerated filer o | Non-accelerated filer x |
|---------------------------|---------------------|-------------------------|

| U.S. GAAP x | International Financial Reporting Standards as issued by the International Accounting Standards Board  o | Other  ̈ |
|-------------|-------------------------------------------------------------------------------------------------------------------------|--------------|

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|   | · | amend Item 16F as to the periods for which disclosure is being made with respect to (i) the absence of disagreements with and other reportable events related to, KPMG who formerly audited the financial statements of our subsidiary Top Image Systems (Asia Pacific) Pte. Ltd. (formerly known as Asiasoft Global Pte. Ltd.) and its consolidated subsidiaries (“Asiasoft”),  and (ii) Asiasoft not consulting with E&Y regarding the matters described in Item 16F(a)(2)(i) or (ii) of Form 20-F; and |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | amend Item 19 to (i) replace the letter from KPMG which was attached to the Original Filing as Exhibit 15.3 with a currently-dated letter confirming the amended disclosure, and (ii) contain currently dated certifications from our Chief Executive Officer and Chief Financial Officer, limited to only those the matters required by Question 161.01 of the Compliance and Disclosure Interpretations of the Division of Corporation Finance of the SEC. Such currently-dated certifications are attached hereto as Exhibits 12.1 and 12.2. Because no financial statements are contained in this Amendment, we are not including certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350). |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| Number |   | Description                                                                                                                                                                                                                                                                      |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1    |   | Amended and restated Articles of Association of the Company dated October 27, 2003 (incorporated by reference to exhibit 1.1 to the Company’s annual report on Form 20-F for the year ended December 31, 2003).                                                            |
| 1.2    |   | Memorandum of Association of the Company (incorporated by reference to exhibit 3.2 to the Company’s Registration Statement on Form F-1 (registration number 333-05718)).                                                                                                   |
| 2.1    |   | Form of Warrant issuable in connection with the Securities Purchase Agreement between the Company and the Purchasers named therein, dated as of June 10, 2004 (incorporated by reference to exhibit 99.2 to the Company’s current report on Form 6-K filed June 10, 2004). |
| 4.1    |   | Top Image Systems Ltd.  Employee Share Option Plan (2000) (incorporated by reference to exhibit 4.1 to the Company registration statement on Form S-8 filed on December 19, 2002).                                                                                     |
| 4.2    |   | Form of Stock Option Agreement covering grants to individuals dated August 20, 1996 (incorporated by reference to exhibit 10.2 to the Company’s Registration Statement on Form S-8 (registration number 333-11560)).                                                       |
| 4.3    |   | Employee Agreement between the Company and Ido Schechter (incorporated by reference to exhibit 10.4(f) to the Company’s Registration Statement on FormF-1 (registration number 333-05718)).                                                                                |
| 4.4    |   | Preemptive Rights Agreement, dated as of May 8, 2000, between the Company and Izhak Nakar (incorporated by reference to exhibit 3.34 to the Company’s annual report on Form 20-F (registration number 001-14552)).                                                         |
| 4.5    |   | Securities Purchase Agreement between the Company and the Purchasers named therein, dated as of June 10, 2004 (incorporated by reference to exhibit 99.3 to the Company’s current report on Form 6-K filed June 10, 2004).                                                 |
| 4.6    |   | Top Image Systems Ltd.  Israeli Share Option Plan (2003) (incorporated by reference to exhibit 4.48 to the Company’s annual report on Form 20-F for the year ended December 31, 2003).                                                                           |
| 4.7    |   | Business Transfer Agreement between the Company and Toyo Ink Mfg.  Co., Ltd., dated as of August, 2004 (incorporated by reference to exhibit 4.28 to the Company's annual report on Form 20-F for the year ended December 31, 2004).                                   |
| 4.8    |   | Terms and Conditions of Convertible Debentures Issued December 27, 2006 (incorporated by reference to exhibit 4.11 to the Company's annual report on Form 20-F for the year ended December 31, 2006).                                                                            |

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| Number |   | Description                                                                                                                                                                                                                                                                                            |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.9    |   | Form of Director and Officer Indemnification Agreement (incorporated by reference to exhibit 4.12 to the Company's annual report on Form 20-F for the year ended December 31, 2006).                                                                                               |
| 4.10   |   | Sale and Purchase of Capture Projects Limited, between Top Image Systems UK Ltd , Top Image Systems Ltd , Roger Stoker and Edward Stoker , dated as of April, 2007 (incorporated by reference as Exhibit 4.13 to the Company’s annual report on Form 20-F for the year ended December 31, 2007). |
| 4.11   |   | Stock and Purchase of Asiasoft Global Pte. Ltd., between Asiasoft Global Pte. Ltd., Toh Kian Hong and PC Holding Pte, Ltd., dated as of June 12, 2007 (incorporated by reference as Exhibit 4.14 to the Company’s annual report on Form 20-F for the year ended December 31, 2007).              |
| 4.12   |   | Sale and Purchase of Asiasoft Solutions (GZ) Limited, between Tai Kin Chung and Asiasoft Global Pte. Ltd., dated as of June 12, 2007 (incorporated by reference as Exhibit 4.15 to the Company’s annual report on Form 20-F for the year ended December 31, 2007).                               |
| 4.13   |   | Sale and Purchase of ordinary shares in the capital of Asiasoft Solutions (HK) Limited, between Tai Chung and Asiasoft Pte. Ltd., dated as of July, 2007 (incorporated by reference as Exhibit 4.16 to the Company’s annual report on Form 20-F for the year ended December 31, 2007).           |
| 4.14   |   | Sale and Purchase of Shanghai Asiasoft Ltd., between Shanghai Aixun Software Co., Ltd. and Asiasoft System (China) Limited, dated as of  July 2007 (incorporated by reference as Exhibit 4.17 to the Company’s annual report on Form 20-F for the year ended December 31, 2007).       |
| 4.15   |   | Call Option Amendment Agreement dated January 4, 2009 by and among Mr. Toh Kian Hong and Top Image Systems Ltd. (incorporated by reference to exhibit 4.18 to the Company's annual report on Form 20-F for the year ended December 31, 2008).                                                          |
| 4.16   |   | Terms and Conditions Arrangement with the Holders of Convertible Debentures Issued December 27, 2006, dated as of January 13, 2010. (filed with the Original Filing)                                                                                                                                   |
| 8      |   | List of Subsidiaries (filed with the Original Filing).                                                                                                                                                                                                                                                 |
| 12.1   |   | Certification of the Chief Executive Officer pursuant to 15 U.S.C.  Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                      |
| 12.2   |   | Certification of the Chief Financial Officer pursuant to 15 U.S.C.  Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                      |
| 15.1   |   | Consent of Kost Forer Gabbay & Kasierer– member of Ernst & Young Global (filed with the Original Filing).                                                                                                                                                                                |
| 15.2   |   | Audit Committee Charter (incorporated by reference to exhibit 14.3 to Company’s annual report on Form 20-F for the year ended December 31, 2003).                                                                                                                                                |
| 15.3   |   | Letter dated November 17, 2010 from KPMG to the SEC.                                                                                                                                                                                                                                                   |
| 15.4   |   | Consent of KPMG (filed with Amendment No. 1).                                                                                                                                                                                                                                                          |

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|   | TOP IMAGE SYSTEMS LTD.  |                           |
|--------|------------------------------|--------------------------------|
|   | By:                          | /s/ Ido Schechter              |   |
|   |                         | Name: Ido Schechter            |   |
|   |                         | Title: Chief Executive Officer |   |

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