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 May, 2004


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 May 3, 2004.


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: May 3, 2004

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 May 3, 2004.






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


* Record Quarterly revenues of $15.5 million

* Record Quarterly profit of $2.8 million or $0.14 per diluted share


Tel Aviv, Israel, May 3, 2004 — Radware (Nasdaq: RDWR), the leader in Intelligent Application Switching (IAS), ensuring the availability, performance and security of networked applications across the enterprise, today reported its tenth consecutive quarter of growth in revenues with record revenues of $15.5 million for the first quarter of 2004, an increase of 23% compared with revenues of $12.6 million for the first quarter of 2003, and a sequential increase of 3% vs. $15.0 million revenues for the fourth quarter of 2003.

Net profit for the first quarter of 2004 was $2.8 million, an increase of almost 250% compared with net profit of $0.8 million in the first quarter of 2003 and a sequential increase of 11% vs. net profit of $2.5 million in the fourth quarter of 2003.

Diluted net earnings per share for the first quarter of 2004 were $0.14, compared to $0.05 in the first quarter of 2003 or $0.13 in the fourth quarter of 2003.

The Company continued to maintain a positive operational cash flow, and in the first quarter of 2004 generated cash in the amount of $4.5 million, leading it to a balance of $143.5 million in cash, short-term and long-term bank deposits and marketable securities.

“We are pleased with our results that demonstrate the strength of our business strategy. As we continue to enhance our solutions to provide the full availability, optimized performance and complete security to mission critical applications, we are confident of our future growth potential,” said Roy Zisapel, President and CEO, Radware.




During the quarter ended March 31, 2004, Radware released the following significant announcements:


Radware Security Service Responds to NetSky-R1


Symantec Certifies Radware's Application Switch Management Tool with Symantec Enterprise Security Architecture


Radware Announces North American Distribution Agreement with Alternative Technology


Research Firm Lists Radware in the Leader Quadrant in Web-enabled Application Delivery Report


Radware Security Update Service Delivers Immediate and Ongoing Security Filter Updates


Radware Signs Global Platinum Reseller Agreement with T-Systems


Radware Security Service Responds with Protection Against Mydoom C


ADP Dealer Services Chooses Radware's LinkProof Family for Uninterrupted and Cost Effective Connectivity


Radware's CertainT 100 Transaction Accelerator Wins "Recommended Buy" Award in SC Magazine Test


Radware Awarded Patent for Its Multi-Homing



Company management will host a quarterly investor conference call at 8:45 AM EST on May 3, 2004. The call will focus on financial results for the quarter ended March 31, 2004, and certain other matters related to the Company’s business.


The conference call will be webcast on May 3, 2004 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 (NASDAQ:RDWR) is the Global Leader in Intelligent Application Switching, enabling the complete security, maximum performance and full availability of all mission critical networked applications while dramatically cutting operating and scaling costs.

Radware’s integrated Application Security, Application Infrastructure and End-to-End Connectivity solutions are deployed by over 2,500 enterprises and carriers worldwide. Radware offers the broadest product line in the industry, meeting application needs at every critical point across the network including Web and Application Servers, Firewalls, VPNs, ISP links, Anti-Virus Gateways and Cache.

Learn more on how Radware Intelligent Application Switching Solutions can enable the security, performance and availability of mission critical applications 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 and other factors which are detailed in the Company’s SEC filings.







Condensed Consolidated Balance Sheets

(U.S. Dollars in Thousands)

  


December 31, 2003

 


March 31,

2004

  

(Audited)

 

(Unaudited)

Current assets

    

Cash and cash equivalents

 

31,771

 

38,394

Short-term marketable securities and accrued interest

 

31,111

 

26,920

Trade receivables, net

 

9,690

 

10,360

Other receivables and prepaid   expenses

 


1,089

 


1,263

Inventories

 

2,998

 

3,016

  

76,659

 

79,953

Long-term investments

    

Long-term bank deposits and

  accrued interest

 

72,017

 

72,639

Long-term marketable securities

 

4,122

 

5,589

Severance pay funds

 

1,435

 

1,480

  

77,574

 

79,708

     

Property and equipment, net

 

3,479

 

3,520

Other assets, net

 

402

 

381

Total assets

 

158,114

 

163,562

     

Current liabilities

    

Trade payables

 

4,285

 

3,753

Deferred revenues, other payables and accrued expenses

 

11,897

 

13,475

  

16,182

 

17,228

     

Accrued severance pay

 

1,625

 

1,722

Minority interest

 

61

 

25

Total liabilities

 

17,868

 

18,975

     

Shareholders’ equity

    

Share capital

 

439

 

442

Additional paid-in capital

 

138,552

 

140,097

Accumulated other comprehensive loss

 

(38)

 

(11)

Retained earnings

 

1,293

 

4,059

Total shareholders’ equity

 

140,246

 

144,587

Total liabilities and shareholders' equity

 


158,114

 


163,562






Condensed Consolidated Statements Of Operations

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

 



For the Three months ended March 31, 2003

 



For the Three months ended March 31, 2004

 

(Unaudited)

 

(Unaudited)

    

Revenues

12,589

 

15,522

Cost of revenues

2,266

 

2,760

Gross profit

10,323

 

12,762

Operating expenses:

   

Research and development

1,949

 

2,337

Sales and marketing

7,547

 

7,702

General and administrative

1,007

 

1,020

Total operating expenses

10,503

 

11,059

Operating income (loss)

(180)

 

1,703

Financial income, net

995

 

1,052

Income before minority interest

815

 

2,755

Minority interest in losses (earnings) of

  a  subsidiary

(14)

 

11

Net income

801

 

2,766


   

Basic net earnings per share

$                 0.05

 

$                 0.16


Weighted average number of shares used to compute basic net earnings per share


17,025,832

 


17,753,507


    

Diluted net earnings per share

$                 0.05

 

$                 0.14


Weighted average number of shares used

  to compute diluted net earnings per share

17,476,353

 


20,071,759