<B>UNITED STATES

FORM 6-K


SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549


Report of Foreign Private Issuer

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

The Securities Exchange Act of 1934


For the month of November, 2003


Commission File Number: 0-30324


Radware Ltd.

 (Translation of Registrant’s Name into English)


22 Raoul Wallenberg Street, Tel Aviv 69710, 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___


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): N/A


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): N/A


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- N/A









CONTENTS


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


1. Press Release: RADWARE LTD.  ANNOUNCES RECORD RESULTS, Dated November 3, 2003.


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.




RADWARE LTD.



Date: November 3, 2003

By: /s/ Meir Moshe

Meir Moshe

Chief Financial Officer

























EXHIBIT INDEX




Exhibit Number

Description of Exhibit


10.1

Press Release: RADWARE LTD.  ANNOUNCES RECORD RESULTS, Dated November 3, 2003.











EXHIBIT 10.1

Contact:  

Meir Moshe, Chief Financial Officer, Radware Ltd.

011-972-3766-8610

Dennis S. Dobson, for Radware Ltd.

(203) 255-7902



RADWARE LTD.  ANNOUNCES RECORD RESULTS



* Quarter record revenues of $14.0 million

* Quarterly profit of  $0.10 per diluted share


Tel Aviv, Israel, November 3, 2003— Radware (Nasdaq: RDWR), the leader in Intelligent Application Switching (IAS), ensuring availability, performance and the security of networked applications, today reported record revenues of $14.0 million for the third quarter of 2003, an increase of 27% compared with sales of $11.0 million for the third quarter of 2002, and an increase of 6% sequentially vs. $13.2 million sales for the second quarter of 2003.

Net profit for the third quarter of 2003 was $1.9 million or $0.10 per diluted share, compared to net loss of $0.4 million or $0.02 loss per share in the third quarter of 2002 and net profit of $1.2 million or net earnings per share of $0.07 in the second quarter of 2003.

During this quarter the company generated cash of $3.7 million, which led to a balance of $133.1 million in cash, short-term and long-term bank deposits and marketable securities.

“During the third quarter we succeeded in executing our business strategy as we expanded into large accounts both domestically and internationally, delivering the eighth quarter of sequential sales growth and improved profitability,” said Roy Zisapel, President and CEO, Radware. “The introduction of LinkProof Branch further strengthens the breadth of our product line and allows us to offer the industry’s most extensive end-to-end solution, ensuring the security, performance and availability of all mission critical applications.”


Company management will host a quarterly investor conference call at 8:45 AM EST on November 3, 2003. The call will focus on financial results for the quarter ended September 30, 2003, and certain other matters related to the Company’s business.

The conference call will be webcast on November 3, 2003 at 8:45 AM (EST in the “listen only” mode via the Internet at:

http://www.radware.com/content/company/investorrelations/default.asp


During the quarter ended September 30, 2003, Radware released the following significant announcements:

o

Radware Delivers End-to-End Multi-Homing Connectivity from Headquarters to Branch offices

o

Tech Data and Radware Sign Distribution

o

Radware Extends Bullet Proof Global High Availability with the Release of Web Server Director Version 8.0

o

Radware Announces Immediate Protection Against MSBlast / LoveSAN Worm, as Part of its SynApps Application Security Module

o

Radware Ensures Optimized Performance and Uptime for C-SPAN.org

o

Radware Announces Immediate Protection Against Cisco Router Vulnerability, as part of its SynApps Application Security Module

o

Radware and Citrix Join Forces to Ensure Delivery and Security of Enterprise Applications


About Radware

Radware is dedicated to providing Intelligent Application Switching, guaranteeing the best operation and servicing of IP applications and enterprise traffic across the Internet. Radware aligns application needs with the network infrastructure to seamlessly allocate resources, optimize application operations and extend security, ensuring the integrity of critical business processes. Radware’s solutions address the needs of corporate enterprises, service providers, and e-commerce business through one or more of our award winning products including: Web Server Director (WSD), Cache Server Director (CSD), Content Inspection Director (CID), FireProof, LinkProof, Peer Director, CertainT 100. Our comprehensive suite of products service end-to-end application operations, providing robust and scalable network traffic assurance. Get certain, from click to content, across your network -- with Radware. For more information, please visit us at www.radware.com


###


This press release contains forward-looking statements.  Such statements involve various risks that may cause actual results to differ materially.  These risks and uncertainties include, but are not limited to: market demand for the company’s products, successful implementation of the company’s products, economic and competitive factors, international market conditions, technological developments, the ability to finance operations, the uncertainty related to the outcome and expenses of litigation and other factors which are detailed in the company’s SEC filings.












 

Condensed Consolidated Balance Sheets

 

(U.S. Dollars in Thousands)

  


December 31, 2002

 


September 30, 2003

  

(Audited)

 

(Unaudited)

Current assets

    

Cash, cash equivalents and short-term marketable securities

 

52,274

 

50,732

Trade receivables, net

 

8,695

 

9,014

Other receivables and prepaid expenses

 


1,152

 


1,717

Inventories

 

2,988

 

2,791

  

65,109

 

64,254

Property and equipment, net

 

3,644

 

3,231

Long-term bank deposit and marketable securities

 

73,027

 

82,383

Other assets

 

1,218

 

1,416

Total assets

 

142,998

 

151,284

     

Current liabilities

    

Trade payables

 

2,612

 

3,432

Deferred revenues, other payables and accrued expenses

 

11,807

 

13,053

  

14,419

 

16,485

     

Accrued severance pay

 

1,191

 

1,491

Minority interest

 

31

 

94

Total liabilities

 

15,641

 

18,070

     

Shareholders’ equity

    

Share capital

 

424

 

429

Additional paid-in capital

 

132,005

 

134,061

Treasury stock

 

(254)

 

(254)

Deferred stock compensation

 

(98)

 

(23)

Accumulated other comprehensive income (loss)

 

89

 

(42)

Accumulated deficit

 

(4,809)

 

(957)

Total shareholders’ equity

 

127,357

 

133,214

Total liabilities and shareholders' equity

 


142,998

 


151,284











 

Condensed Consolidated Statements Of Operations

 

(U.S. Dollars In thousands, except share and per share data)

         
  

For the Three months ended September 30, 2002

 

For the Three months ended September 30, 2003

 

For the Nine months ended September 30, 2002

 

For the Nine months ended September 30, 2003

  

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

         

Sales

 

11,001

 

14,014

 

31,662

 

39,775

Cost of sales

 

1,981

 

2,520

 

5,786

 

7,151

Gross profit

 

9,020

 

11,494

 

25,876

 

32,624

Research & Development

 

1,947

 

2,147

 

5,875

 

6,189

Sales & Marketing

 

7,455

 

7,329

 

22,430

 

22,234

General & Administrative

 

1,144

 

1,048

 

3,202

 

3,108

Total operating expenses

 

10,546

 

10,524

 

31,507

 

31,531

Operating profit (loss)

 

(1,526)

 

970

 

(5,631)

 

1,093

Financial income, net

 

1,153

 

919

 

3,100

 

2,832

Minority interest

 

1

 

(39)

 

(33)

 

(73)

Net income (loss)

 

(372)

 

1,850

 

(2,564)

 

3,852

         

Basic net earnings (loss) per

share

 


$             (0.02)

 


$             0.11

 


$             (0.15)

 


$            0.23

Weighted Average shares used to compute basic net earnings (loss) per share

 

16,584,277    

 

17,181,665

 

16,563,140

 

17,094,728

         

Diluted net earnings (loss) per share

 


$             (0.02)

 


$             0.10

 


$             (0.15)

 


$               0.21

Weighted Average shares used to compute diluted net earnings  (loss) per share

 

16,584,277    

 

19,150,890

 

16,563,140

 

18,287,744