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 April, 2006
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 Revises Guidance for First Quarter Results, Dated
April 3, 2006
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: April 3, 2006
By: /S/ Meir Moshe
Meir Moshe
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number
Description of Exhibit
10.1
Press Release: Radware Revises Guidance for First Quarter Results, Dated April 3, 2006.
EXHIBIT 10.1
Dennis S. Dobson, Inc.
Dennis S. Dobson, CEO
Financial Public Relations
1522 Mill Plain Road
Fairfield, CT 06430
Global Financial Public Relations For Technology Companies
Telephone 203-255-7902
Fax 203-255-7961
E-Mail Address-IR@radware.com
FOR IMMEDIATE RELEASE
Contact:
Meir Moshe, Chief Financial Officer, Radware Ltd.
011-972-3766-8610
Dennis S. Dobson, for Radware Ltd.
(203) 255-7902
Radware Revises Guidance for First Quarter Results
The Company Will Announce its Final First Quarter Results and Hold a Conference Call on April 28
MAHWAH, NJ, April 2, 2006 — Radware (NASDAQ: RDWR) a leading provider of intelligent integrated solutions for ensuring the fast, reliable and secure delivery of networked and Web-enabled applications over IP, today announced that its projected revenues for first quarter of 2006 will be approximately 20 million dollars, compared to previously projected revenues of 22.2 to 22.6 million dollars. On the other hand, deferred revenues at the end of this quarter are expected to have increased by over $1 million compared to December 31, 2005.
Based on the above revised guidance, earnings per share are anticipated to be approximately 7 cents, compared to previously projected earnings per share of approximately 13 cents (both excluding stock based compensation).
“The change in guidance is a result of lower than expected sales in the U.S. during the first quarter,” said Roy Zisapel, President and CEO of Radware. “As we announced in January 2006, we replaced our top management in the U.S. this quarter, and started implementing a new sales plan to grow U.S sales beyond the current rate. In our quarterly conference call we will discuss in detail our final first quarter results as well as our plan for the U.S.,” said Mr. Zisapel.
Radware management will host a Conference Call on April 28, 2006 at 8:30 AM EDT, to discuss its first quarter results. Dial-in and webcast information will be provided prior to the call.
About Radware
Radware (NASDAQ:RDWR) is the global leader in integrated application delivery solutions, assuring the full availability, maximum performance and complete security of all business critical networked applications while dramatically cutting operating and scaling costs. Over 3,000 enterprises and carriers worldwide use Radware application-smart switches to drive business productivity and improve profitability by adding critical application intelligence to their IP infrastructure, making networks more responsive to specific business processes. Radware's APSolute product family provides the most complete set of application front-end, remote access and security capabilities for application-smart networking to ensure faster, more reliable and secure business transactions. Learn more on how Radware application delivery solutions can enable you to get the most of your investments in IT infrastructure and people. www.radware.com.
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This press release may contain forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the Application Switching industry, changes in demand for Application Switching products, the timing and amount or cancellation of orders and other risks detailed from time to time in Radware's filings with the Securities and Exchange Commission, including Radware's Form 20-F.
Condensed Consolidated Balance Sheets | |||||
(U.S. Dollars in Thousands) | |||||
December 31, 2004 | December 31, 2005 | ||||
(Audited) | (Audited) | ||||
Current assets | |||||
Cash and cash equivalents | 8,792 | (*) | 56,263 | ||
Short-term bank deposits | 64,892 | 10,195 | |||
Short-term marketable securities | 35,336 | (*) | 60,443 | ||
Trade receivables, net | 13,166 | 14,661 | |||
Other receivables and prepaid expenses | 1,332 | 1,451 | |||
Inventories | 4,094 | 5,254 | |||
127,612 | 148,267 | ||||
Long-term investments | |||||
Long-term bank deposit | 9,224 | 9,458 | |||
Long-term marketable securities | 38,797 | 28,134 | |||
Severance pay funds | 1,921 | 2,178 | |||
49,942 | 39,770 | ||||
Property and equipment, net | 4,452 | 5,968 | |||
Other assets | |||||
Intangible assets, net, long-term deferred taxes and other long-term assets | 1,235 | 3,888 | |||
Goodwill | - | 6,454 | |||
1,235 | 10,342 | ||||
Total assets | 183,241 | 204,347 | |||
Current liabilities | |||||
Trade payables | 5,075 | 5,329 | |||
Deferred revenues | 9,888 | 12,424 | |||
Other payables and accrued expenses | 4,962 | 6,509 | |||
19,925 | 24,262 | ||||
Accrued severance pay | 2,399 | 2,659 | |||
Total liabilities | 22,324 | 26,921 | |||
Shareholders’ equity | |||||
Share capital | 457 | 470 | |||
Additional paid-in capital | 145,439 | 153,010 | |||
Accumulated other comprehensive loss | (52) | (404) | |||
Deferred stock compensation | - | (67) | |||
Retained earnings | 15,073 | 24,417 | |||
Total shareholders’ equity | 160,917 | 177,426 | |||
Total liabilities and shareholders' equity | 183,241 | 204,347 | |||
(*) Reclassified
Condensed Consolidated Statements Of Operations | ||||||||
(U.S. Dollars In thousands, except share and per share data) | ||||||||
For the Three months ended December 31, 2004 | For the Three months ended December 31, 2005 | For the Year ended December 31, 2004 | For the Year ended December 31, 2005 | |||||
(Unaudited) | (Unaudited) | (Audited) | (Audited) | |||||
Revenues | 19,047 | 21,038 | 68,439 | 77,584 | ||||
Cost of revenues | 3,395 | 4,053 | 12,184 | 14,896 | ||||
Gross profit | 15,652 | 16,985 | 56,255 | 62,688 | ||||
Operating expenses: | ||||||||
Research and development, net | 2,878 | 3,362 | 10,342 | 13,017 | ||||
Sales and marketing | 8,402 | 11,110 | 31,898 | 40,002 | ||||
General and administrative | 1,243 | 1,371 | 4,493 | 5,244 | ||||
Total operating expenses | 12,523 | 15,843 | 46,733 | 58,263 | ||||
Operating income | 3,129 | 1,142 | 9,522 | 4,425 | ||||
Financial income, net | 1,353 | 1,342 | 4,565 | 5,159 | ||||
Income before taxes on income | 4,482 | 2,484 | 14,087 | 9,584 | ||||
Taxes on income | 135 | 130 | 341 | 240 | ||||
Income before minority interest in losses of a subsidiary | 4,347 | 2,354 | 13,746 | 9,344 | ||||
Minority interest in losses of a subsidiary | - | - | 34 | - | ||||
Net income | 4,347 | 2,354 | 13,780 | 9,344 | ||||
Basic net earnings per share | $ 0.24 | $ 0.12 | $ 0.77 | $ 0.50 | ||||
Weighted average number of shares used to compute basic net earnings per share | 18,243,688 | 19,008,564 | 17,995,207 | 18,800,474 | ||||
Diluted net earnings per share | $ 0.22 | $ 0.12 | $ 0.70 | $ 0.47 | ||||
Weighted average number of shares used to compute diluted net earnings per share | 20,167,394 | 19,932,691 | 19,804,896 | 20,072,192 | ||||