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 July, 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 July 26, 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: July 26, 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 July 26, 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 $16.3 million

* Record Quarterly profit of $3.0 million or $0.16 per diluted share



Tel Aviv, Israel, July 26, 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 eleventh consecutive quarter of growth in revenues with record revenues of $16.3 million for the second quarter of 2004, an increase of 24% compared with revenues of $13.2 million for the second quarter of 2003, and a sequential increase of 5% vs. $15.5 million revenues for the first quarter of 2004.

Net profit for the second quarter of 2004 was $3.0 million, an increase of more than 150% compared with net profit of $1.2 million in the second quarter of 2003 and a sequential increase of 10% vs. net profit of $2.8 million in the first quarter of 2004.

Diluted net earnings per share for the second quarter of 2004 were $0.16, compared to $0.07 in the second quarter of 2003 or $0.14 in the first quarter of 2004.

The Company continued to maintain a positive operational cash flow, and in the first quarter of 2004 generated cash in the amount of $1.7 million, leading it to a balance of $145.2 million in cash, short-term and long-term bank deposits and marketable securities.

“We are pleased with the continuous traction that we are seeing with our integrated solutions,” said Roy Zisapel, President and CEO, Radware. “Our architecture is the first and only to address a full range of customer environments and throughput requirements, ensuring the availability, performance and security of their enterprise applications.”


During the quarter ended June 30, 2004, Radware released the following significant announcements:


•

CHIP Xonio Online Deploys New IT Infrastructure with Radware's Intelligent Application Switches


•

Radware Names David Hubbard as President – Americas


•

Radware Shares to be Listed on Tel Aviv Stock Exchange in Addition to NASDAQ Listing


•

Radware Delivers a New Breed of Transaction Accelerator with CertainT 100


•

Radware Awarded US Patent for its Technology for Load Balancing Based On Network Proximity



Company management will host a quarterly investor conference call at 8:45 AM EDT on July 26, 2004. The call will focus on financial results for the quarter ended June 30, 2004, and certain other matters related to the Company’s business.


The conference call will be webcast on July 26, 2004 at 8:45 AM (EDT 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

 


June 30,

2004

  

(Audited)

 

(Unaudited)

Current assets

    

Cash and cash equivalents

 

31,771

 

19,712

Short-term bank deposits

 

-

 

63,513

Short-term marketable securities

 

31,111

 

22,629

Trade receivables, net

 

9,690

 

11,876

Other receivables and prepaid   expenses

 


1,089

 


1,364

Inventories

 

2,998

 

3,243

  

76,659

 

122,337

Long-term investments

    

Long-term bank deposits

 

72,017

 

9,694

Long-term marketable securities

 

4,122

 

29,652

Severance pay funds

 

1,435

 

1,607

  

77,574

 

40,953

     

Property and equipment, net

 

3,479

 

3,607

Other assets, net

 

402

 

713

Total assets

 

158,114

 

167,610

     

Current liabilities

    

Trade payables

 

4,285

 

3,372

Deferred revenues, other payables and accrued expenses

 

11,897

 

13,932

  

16,182

 

17,304

     

Accrued severance pay

 

1,625

 

1,893

Minority interest

 

61

 

-

Total liabilities

 

17,868

 

19,197

     

Shareholders’ equity

    

Share capital

 

439

 

448

Additional paid-in capital

 

138,552

 

140,910

Accumulated other comprehensive loss

 

(38)

 

(46)

Retained earnings

 

1,293

 

7,101

Total shareholders’ equity

 

140,246

 

148,413

Total liabilities and shareholders' equity

 


158,114

 


167,610






Condensed Consolidated Statements Of Operations

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

  



For the Three months ended June 30, 2003



For the Three months ended June 30, 2004



For the Six months ended June 30, 2003



For the Six months ended June 30, 2004

  

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

      

Revenues

13,172

              16,298

25,761

31,820

Cost of revenues

              2,365

              2,899

              4,631

              5,659

Gross profit

                10,807      

            13,399

            21,130

            26,161

Research and development

2,093

2,467

4,042

4,804

Sales and marketing

              7,358

              7,805

              14,905

              15,507

General and administrative

              1,053

              1,038

              2,060

              2,058

Total operating expenses

              10,504

              11,310

              21,007

              22,369

Operating income

                303

                2,089

123

3,792

Financial income, net

                 918

              1,023

              1,913

              2,075

Income before taxes on income

1,221

3,112

2,036

5,867

Taxes on income

                      -

                  93

                      -

                   93

Income after taxes on income

1,221

3,019

2,036

5,774

Minority interest in losses (earnings) of a subsidiary

                   

                  (20)


                          23


                  (34)


                    34

Net income

              1,201

              3,042

               2,002

               5,808


    

Basic net earnings per share

 $             0.07

 $             0.17

$        __   0.12

$               0.33

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



17,074,974



17,928,570



17,050,539



17,841,039


     

Diluted net earnings per share

 $             0.07

 $             0.16

 $              0.11

 $              0.29

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





18,235,990



19,580,950



17,803,378



19,826,355