--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2005
ATTUNITY LTD
(Name of Registrant)
Einstein Building, Tirat Carmel, Haifa, Israel 39101
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of 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): [ ]
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 [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82-______________
This Form 6-K is being incorporated by reference into the Company's Form F-3
Registration Statements File Nos. 333-11972 and 333-14140 and Form S-8
Registration Statements File Nos. 333-84180, 333-932, 333-11648, 333-122271 and
333-122302.
--------------------------------------------------------------------------------
ATTUNITY LTD
6-K Items
1. Press release re Attunity Closes $2 Million Private Placement dated January
25, 2005.
2. Press release re Attunity Reports 2004 Fourth Quarter and Year End Results
dated January 25, 2005.
ITEM 1
Press Release Source: Attunity Ltd.
Attunity Closes $2 Million Private Placement
Tuesday January 25, 4:00 pm ET
WAKEFIELD, Mass.--(BUSINESS WIRE)--Jan. 25, 2005--Attunity, Ltd. (NASDAQ: ATTU -
News), a leading provider of enterprise data integration software, today
announced that it has signed binding agreements with the WPG Software and Select
Technology strategies for a $2 million private placement of its ordinary shares
along with warrants to purchase its ordinary shares.
Pursuant to this agreement, Attunity agreed to sell 727,272 of its ordinary
shares at $2.75 per share. The investors will also receive three-year warrants
to purchase 290,909 ordinary shares at an exercise price of $2.75 per share. The
proceeds will be used for working capital and other general corporate purposes.
"Expanding our visibility in the US institutional investment community is an
important element of our corporate strategy and we are pleased to announce this
transaction with a distinguished investment management firm," said Aki Ratner,
CEO of Attunity.
About Attunity Ltd.
Attunity is a leading provider of enterprise data integration software. Using
Attunity's products, companies can seamlessly connect to data sources, stream
data changes across the enterprise, and federate heterogeneous information to
achieve a single view of their business. Employing a unique distributed
architecture, Attunity software runs natively on enterprise data servers,
turning locked data silos into an efficient Information Grid. The result is
significantly enhanced performance and reduced cost of ownership.
More than 1,000 customers are using Attunity software world-wide for data
integration initiatives such as service-oriented integration to the mainframe as
part of EAI projects, legacy data access for business intelligence and
reporting, real-time and efficient ETL based on change data capture, and single
customer views from disparate information sources. Also, Attunity is a trusted
partner for industry leaders including Oracle and HP who embed Attunity software
into their products and solution offerings.
This press release contains 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 industry, product technology developments, market
acceptance of our products and continuing product demand, the impact of
competitive products and pricing, changing economic conditions, release and
sales of new products by strategic resellers and customers, changes in demand
for products, the timing and amount or cancellation of orders and other risks
detailed from time to time in our filings with the Securities Exchange
Commission, including our Form 20-F Annual Report. These documents contain and
identify other important factors that could cause actual results to differ
materially from those contained in our projections or forward-looking
statements. Stockholders and other readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date on
which they are made. We undertake no obligation to update publicly or revise any
forward-looking statement.
-------------------
Contact:
Attunity
Stefan Wennik, 781-213-5218
stefan.wennik@attunity.com
ITEM 2
Press Release Source: Attunity, Ltd.
Attunity Reports 2004 Fourth Quarter and Year End Results
Tuesday January 25, 4:00 pm ET
New Strategy Starting to Deliver Results
WAKEFIELD, Mass.--(BUSINESS WIRE)--Jan. 25, 2005--Attunity, Ltd. (NASDAQ: ATTU -
News), a leading provider of enterprise data integration software, today
reported its financial results for the fourth quarter and fiscal year ended
December 31, 2004.
Total revenues for the fourth quarter 2004 were $4,415,000, an increase of 14.1%
from total revenues of $3,869,000 in the third quarter of 2004 and an increase
of 2.1% from total revenues of $4,320,000 in the fourth quarter of 2003. Net
loss for the fourth quarter of 2004 was $1,130,000 or ($0.07) per share compared
with a net loss of $2,656,000 or ($0.17) per share in the third quarter of 2004
and compared with a net loss of $2,581,000 or ($0.17) per share in the fourth
quarter of 2003.
Total revenues for the year ending on December 31, 2004 were $17,637,000, an
increase of 6.1% from total revenues of $16,617,000 in 2003. Net loss for the
year was $4,040,000 or ($0.27) per share compared with a net loss for 2003 of
$2,956,000 or $(0.20) per share.
In 2004 the company recorded a charge of $1,786,000 related to the termination
of its CEO and other executives.
"We are very encouraged that the strategy we launched in September 2004 to make
significant improvements in execution across the company has begun to yield the
results we expected," said Aki Ratner, CEO of Attunity. "There are strong
indications that our new sales strategies and better overall execution are
showing positive effects in both direct and through indirect channels. This was
a record quarter for license revenue and number of new customer wins in North
America. Following this same successful model, we have begun to revamp the sales
operation in EMEA and expect similar results in the upcoming quarters."
"We have also seen an improved efficiency working with channel partners and this
past quarter closed end user opportunities together with Microsoft, Cognos,
Business Objects, Hewlett Packard, Motorola, Attachmate, and Sunopsis. We are
further expanding the market for our products through a new VAR agreement with a
major vendor in the data movement and quality market."
"We are advancing on the implementation of our Information Utility vision to
dramatically simplify the access, integration, delivery and usage of enterprise
information on demand to business users. This quarter we released version 4.6 of
the Attunity Connect, Stream and Federate products to further extend our
leadership position and propel our growth as we address the burgeoning demand
for real-time integration in the business intelligence market. We have also
begun the development of an innovative new solution which will significantly
expand our market reach and visibility. Although we are in the early stages, the
feedback from our development partners representing Global 2000 enterprises has
been very positive."
"As we continue to focus on growing our core business, the company is selling
its non-core consulting operation in France for an immaterial amount. In 2004,
this business had revenues of $2,684,000 with $95,000 of operating profit. We
expect to close the transaction during the first quarter of 2005."
"I am very confident that our bold vision for Attunity in the Information
Utility space and continuous focus on execution will provide continued
improvement in both top and bottom line results," said Ratner.
Attunity Conference Call
The company has scheduled a conference call and simultaneous Webcast at 4:30 pm
EDT on Tuesday January 25, 2005. To participate in the call, U.S. callers can
dial 888-396-2356 and international callers can dial +1-617-847-8709 and
entering the passcode 22677468 five minutes prior to the start time. The call
will be available for replay through February 1, 2005 by dialing (888) 286-8010,
or +1-617-801-6888, and entering the passcode 30233366. This call will also be
broadcast live on www.attunity.com. An online replay will be available
approximately two hours after the call.
About Attunity Ltd.
Attunity is a leading provider of enterprise data integration software. Using
Attunity's products, companies can seamlessly connect to data sources, stream
data changes across the enterprise, and federate heterogeneous information to
achieve a single view of their business. Employing a unique distributed
architecture, Attunity software runs natively on enterprise data servers,
turning locked data silos into an efficient Information Grid. The result is
significantly enhanced performance and reduced cost of ownership.
More then 1,000 customers are using Attunity software world-wide for data
integration initiatives such as service-oriented integration to the mainframe as
part of EAI projects, legacy data access for business intelligence and
reporting, real-time and efficient ETL based on change data capture, and single
customer views from disparate information sources. Also, Attunity is a trusted
partner for industry leaders like Oracle and HP who embed Attunity software into
their products and solution offerings.
Safe Harbor Statement
Certain statements in this press release are forward-looking statements. Because
such statements deal with future events, they are subject to various risks and
uncertainties and actual results could differ materially from Attunity current
expectations. Factors that could cause or contribute to such differences
include, but are not limited to: the impact on revenues of economic and
political uncertainties and weaknesses in various regions of the world,
including the commencement or escalation of hostilities or acts of terrorism;
any unforeseen developmental or technological difficulties with regard to
Attunity's products; changes in the competitive landscape, including new
competitors or the impact of competitive pricing and products; a shift in demand
for products such as Attunity's; unknown factors affecting third parties with
which Attunity has formed business alliances; timely availability and customer
acceptance of Attunity's new and existing products, and other factors and risks
discussed in Attunity's Report on Form 20-F, which is on file with the
Securities and Exchange Commission. Attunity assumes no obligation to update
information concerning its expectations.
ATTUNITY Ltd
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands)
December December
31 31
2004 2003
-------- --------
ASSETS
Current Assets
Cash and Cash Equivalents $ 1,602 $ 2,073
Restricted Cash 73 902
Short-Term Deposits 115 120
Marketable Securities - 200
Trade Receivables, net 2,667 2,845
Severance Pay Fund 249 -
Other Receivables 1,146 1,006
-------- --------
Total Current Assets 5,852 7,146
-------- --------
LONG TERM PREPAID EXPENSES 123 -
-------- --------
SEVERANCE PAY FUND 698 1,592
-------- --------
PROPERTY and EQUIPMENT, net 841 926
-------- --------
SOFTWARE DEVELOPMENT COSTS, net 4,213 4,512
-------- --------
GOODWILL 6,200 6,036
-------- --------
DEFERRED EXPENSES, net 216 -
-------- --------
----------------
$ 18,143 $ 20,212
-------- --------
LIABILITIES AND SHAREHOLDER EQUITY
CURRENT LIABILITIES
Short-Term Bank Debt $ - $ 206
Current Maturities of Long-Term Loans 70 102
Trade Payables 754 583
Deferred Revenues 2,298 2,090
Employee and Payroll Accruals 1,490 1,239
Accrued Severance Pay 285 -
Accrued Expenses and other Liabilities 2,227 3,479
-------- --------
Total Current Liabilities 7,124 7,699
-------- --------
LONG-TERM LIABILITIES
Convertible Debt 277 -
Long Term Debt 62 99
Accrued Severance Pay 1,008 1,941
-------- --------
Total Long-Term Liabilities 1,347 2,040
-------- --------
SHAREHOLDERS' EQUITY
Share Capital 539 525
Additional Paid-In Capital 89,618 86,504
Accumulated Other Comprehensive Loss (148) (259)
Accumulated Deficit (80,337) (76,297)
-------- --------
Total Shareholder's Equity 9,672 10,473
-------- --------
----------------
$ 18,143 $ 20,212
-------- --------
ATTUNITY Ltd
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per-share amounts)
Year Ended Three Months
December 31 ended
December 31
2004 2003 2004 2003
--------------------------------
REVENUES
Software Licenses $7,258 $6,045 $1,698 $1,576
Maintenance 5,853 5,832 1,597 1,353
Services 4,526 4,740 1,120 1,391
--------------------------------
17,637 16,617 4,415 4,320
--------------------------------
COST OF REVENUES
Software Licenses 2,164 2,094 509 634
Maintenance 1,036 801 314 223
Services 4,253 4,184 1,085 1,091
Impairment of Software
Development Costs - 1,543 - 1,543
--------------------------------
7,453 8,622 1,908 3,491
--------------------------------
GROSS PROFIT 10,184 7,995 2,507 829
--------------------------------
OPERATING EXPENSES
Research & Development, net 1,475 1,491 464 420
Selling & Marketing 7,878 5,938 2,211 1,617
General & Administrative 2,580 2,749 634 1,023
Costs in respect of Lawsuits - 925 - 515
Termination of Management &
others 1,786 - 141 -
--------------------------------
--------------------------------
Total Operating Expenses 13,719 11,103 3,450 3,575
--------------------------------
Operating Loss (3,535) (3,108) (943) (2,746)
Other Income (40) - (40) -
--------------------------------
Loss before Financial Income, net (3,495) (3,108) (903) (2,746)
Financial Income (Expenses), net (466) 236 (227) 186
--------------------------------
Loss before Income Taxes (3,961) (2,872) (1,130) (2,560)
Taxes on Income (79) (84) - (21)
--------------------------------
--------------------------------
Net Loss $(4,040)$(2,956)$(1,130)$(2,581)
--------------------------------
Basic Loss per Share $(0.27) $(0.20) $(0.07) $(0.17)
--------------------------------
Number of shares used in computing per
Share amounts 15,151 14,767 15,322 14,767
-----------------
Contact:
Attunity
Dan Potter, 781-213-5204
dan.potter@attunity.com
or
Ofer Segev, 781-213-5203
ofer.segev@attunity.com
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.
ATTUNITY LTD
------------
(Registrant)
By: /s/Ofer Segev
-------------
Ofer Segev
Chief Financial Officer
Date: January 26, 2005