6-K 1 d30050.htm

6-k

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 February, 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 Rule101(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

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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 FOURTH QUARTER RESULTS, Dated February 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.

Date: February 5, 2003 RADWARE LTD.


By: /s/Meir Moshe
——————————————
Meir Moshe
Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	Press Release: RADWARE LTD. ANNOUNCES FOURTH QUARTER RESULTS, Dated February 3, 2003.

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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 FOURTH QUARTER RESULTS

* Quarter revenues of $12 million

* Record annual sales of $44 million

* Company Returns to Profitability with Quarterly profit of $0.03 per diluted share

        Tel Aviv, Israel, February 3rd, 2003--Radware (Nasdaq: RDWR), the leader in Intelligent Application Switching (IAS), ensuring availability, performance and integrity of networked applications, today reported revenues of $12.0 million for the fourth quarter of 2002, an increase of 28% compared with sales of $9.4 million for the fourth quarter of 2001, and an increase of 9% sequentially vs. $11.0 million sales for the third quarter of 2002.
This represents the fifth consecutive quarter of growth in sales bringing the Company's total sales for 2002 to a record of $44 million.

        Net profit for the fourth quarter of 2002 was $0.5 million or $0.03 per diluted share, compared to net loss of $8.3 million or $0.50 per share in the fourth quarter of 2001 and net loss per share of $0.02 in the third quarter of 2002.

        The company had a positive operational cash flow for each of the quarters during 2002, and generated total cash of $0.4 million in the fourth quarter of 2002, which led to a balance of $125 million in cash, short-term and long-term bank deposits.
"Our impressive fourth quarter results illustrate the strength of our business strategy and our highly leveraged business model. We continued to gain market share worldwide as a result of strong customer demand for our products and our complete focus on the Application Switching market," said Roy Zisapel, President and CEO, Radware.

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During the quarter ended December 31, 2002, Radware released the following significant announcements:

• SK Telecom of Korea Chooses Radware's Application Switch for Full Availability, Redundancy and Security
• Radware's SynApps Architecture Wins PC Expert Award at Network & Interop 2002 Paris
• Radware Introduces Content Inspection Director - the Industry's First Solution to Provide Complete Content Security
• eBay Implements Radware for Intelligent Application Switching
• Bezeq International Chooses Radware's Peer Director for Cost Effective Internet Route Control
• Radware Announces Market Share Leadership With Considerable Market Share Gains
• Radware's Content Inspection Director Wins Best of Show at Internet World

Company management will host a quarterly investor conference call at 8:45 AM EST on February 3rd, 2003. The call will focus on financial results for the quarter ended December 31, 2002, and certain other matters related to the Company's business.

The conference call will be webcast on February 3rd, 2003 at 8:45 AM (EST in the "listen only" mode via the Internet at:
http://www.radware.com/content/company/investorrelations/default.asp

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

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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 and other factors which are detailed in the company's SEC filings.

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Condensed Consolidated Balance Sheets
(U.S. Dollars In thousands)

			December 31, 2001			December 31, 2002
Current assets
Cash, cash equivalents and Short Term
investments				125,680			52,274
Trade receivables, net				7,868			8,695
Other receivables and prepaid expenses				1,174			1,152
Inventories				4,781			2,988
				139,503			65,109
Property and equipment, net				4,037			3,644
Long-term bank deposit				--			73,027
Other assets				921			1,218
Total assets				144,461			142,998
Current liabilities
Trade payables				2,541			2,612
Other payables and accrued expenses				12,051			11,807
				14,592			14,419
Accrued severance pay				930			1,191
Minority's interest				1			31
Total liabilities				15,523			15,641
Shareholders' equity
Share capital				413			424
Additional paid-in capital				131,615			132,094
Treasury stock				--			(254	)
Deferred compensation				(394	)		(98	)
Accumulated deficit				(2,696	)		(4,809	)
Total shareholders' equity				128,938			127,357
Total liabilities and shareholders' equity				144,461			142,998

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Condensed Consolidated Statements Of Operations
(U.S. Dollars In thousands, except per share data)

		For the Three months ended December 31, 2001		For the Three months ended December 31, 2002		For the year ended December 31, 2001		For the Year ended december 31, 2002
Sales		9,403		12,001		43,327		43,663
Cost of sales		1,734		2,160		7,709		7,946
Gross profit		7,669		9,841		35,618		35,717
Research & Development		2,140		1,934		8,293		7,809
Sales & Marketing		7,501		7,589		29,986		30,019
General & Administrative		984		1,017		4,543		4,219
Total operating expenses		10,625		10,540		42,822		42,047
Operating loss		(2,956	)	(699	)	(7,204	)	(6,330	)
Financial income, net		936		1,140		6,312		4,240
Income (loss) before taxes on income		(2,020	)	441		(892	)	(2,090	)
Write off of an investment		(6,333	)	--		(6,333	)	--
Taxes on income		--		--		(389	)	--
Minority's interest		51		10		37		(23	)
Net income (loss)		(8,302	)	451		(7,577	)	(2,113	)
Basic net income (loss) per share		$         (0.50	)	$            0.03		$         (0.46	)	$         (0.13	)
Weighted Average shares used to		16,557,126		16,920,428		16,422,971		16,654,784
compute Basic net income (loss) per
share
Diluted net income (loss) per share		$         (0.50	)	$            0.03		$         (0.46	)	$         (0.13	)
Weighted Average shares used to		16,557,126		17,277,118		16,422,971		16,654,784
compute Diluted net income (loss) per
share

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