<B>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 January, 2005


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 January 31, 2005.


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: January 31, 2005

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 January 31, 2005.






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 $19.0 million

* Record Quarterly profit of $4.3 million or $0.22 per diluted share

* Record annual sales of $68.4 million



Tel Aviv, Israel, January 31, 2005 — Radware (Nasdaq: RDWR), the leader in Intelligent Application Switching (IAS), ensuring availability, performance and security of networked applications, today reported record revenues of $19.0 million for the fourth quarter of 2004, an increase of 27% compared with revenues of $15.0 million for the fourth quarter of 2003, and a sequential increase of 8% vs. $17.6 million revenues for the third quarter of 2004.

This represents the thirteenth consecutive quarter of growth in revenues, bringing the Company’s total revenues for 2004 to a record $68.4 million, an increase of 25% compared with revenues of $54.8 million in 2003.

Net income for the fourth quarter of 2004 was $4.3 million, an increase of 74% compared with net income of $2.5 million in the fourth quarter of 2003 and a sequential increase of 20% vs. net income of $3.6 million in the third quarter of 2004.

Diluted net earnings per share for the fourth quarter of 2004 were $0.22, compared to $0.13 in the fourth quarter of 2003 and $0.19 in the third quarter of 2004.

Net income for 2004 was $13.8 million or $0.70 per diluted share, compared to net income of $6.4 million or $0.34 per diluted share for 2003.

The Company continued to maintain a positive operational cash flow, as in the last twelve quarters. In the fourth quarter of 2004 the Company generated cash in the amount of $7.8 million, bringing 2004 total cash generation to $18 million. This led to a balance of $157 million in cash, short-term and long-term bank deposits and marketable securities.

“We are pleased to announce another excellent quarter, completing a strong and profitable 2004, with stable growth in all business parameters and across all product lines,” said Roy Zisapel, President and CEO, Radware. “Our Intelligent Application Switching solutions continued to gain momentum as more and more customers recognize the advantage of our end-to end solutions.”


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


Radware Secures Leading Telcos from Application Based Attacks with DefensePro Intrusion Prevention Switches

Dollar Thrifty Automotive Group Selects Radware's Application Switching Solution for End-to-End Application Continuity

St.George Bank Deploys Radware for Guaranteed Application Availability, Performance and Security


Company management will host a quarterly investor conference call at 8:45 AM EST on January 31, 2005. The call will focus on financial results for the quarter ended December 31, 2004, and certain other matters related to the Company’s business.


The conference call will be webcast on January 31, 2005 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 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, 2003

 


December 31, 2004

  

(Audited)

 

(Audited)

Current assets

    

Cash and cash equivalents

 

31,771

 

30,073

Short-term bank deposits

 

-

 

64,892

Short-term marketable securities

 

31,111

 

14,055

Trade receivables, net

 

9,690

 

13,166

Other receivables and prepaid   expenses

 


1,089

 


1,332

Inventories

 

2,998

 

4,094

  

76,659

 

127,612

Long-term investments

    

Long-term bank deposits

 

72,017

 

9,224

Long-term marketable securities

 

4,122

 

38,797

Severance pay funds

 

1,435

 

1,921

  

77,574

 

49,942

     

Property and equipment, net

 

3,479

 

4,452

Other assets, net

 

402

 

1,235

Total assets

 

158,114

 

183,241

     

Current liabilities

    

Trade payables

 

4,285

 

5,075

Deferred revenues

 

7,058

 

9,888

Other payables and accrued expenses

 

4,839

 

4,962

  

16,182

 

19,925

     

Accrued severance pay

 

1,625

 

2,399

Minority interest

 

61

 

-

Total liabilities

 

17,868

 

22,324

     

Shareholders’ equity

    

Share capital

 

439

 

457

Additional paid-in capital

 

138,552

 

145,439

Accumulated other comprehensive loss

 

(38)

 

(52)

Retained earnings

 

1,293

 

15,073

Total shareholders’ equity

 

140,246

 

160,917

Total liabilities and shareholders' equity

 


158,114

 


183,241






 

Condensed Consolidated Statements Of Operations

 

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

         
  

For the Three months ended December 31, 2003

 

For the Three months ended December 31, 2004

 

For the Year ended December 31, 2003

 

For the Year ended December 31, 2004

  

(Unaudited)

 

(Unaudited)

 

(Audited)

 

(Audited)

         

Revenues

 

15,005

 

19,047

 

54,780

 

68,439

Cost of revenues

 

2,703

 

3,395

 

9,854

 

12,184

Gross profit

 

12,302

 

15,652

 

44,926

 

56,255

Research and development

 

2,209

 

2,878

 

8,398

 

10,342

Sales and marketing

 

7,519

 

8,402

 

29,753

 

31,898

General and administrative

 

1,012

 

1,243

 

4,120

 

4,493

Total operating expenses

 

10,740

 

12,523

 

42,271

 

46,733

Operating income

 

1,562

 

3,129

 

2,655

 

9,522

Financial income, net

 

908

 

1,353

 

3,740

 

4,565

Income before taxes on income

 

2,470

 

4,482

 

6,395

 

14,087

Taxes on income

 

-

 

135

 

-

 

341

Income after taxes on income

 

2,470

 

4,347

 

6,395

 

13,746

Minority interest in losses (earnings) of a subsidiary

 


33

 


-

 


(40)

 


34

Net income

 

2,503

 

4,347

 

6,355

 

13,780

         

Basic net earnings per share

 

$             0.14

 

$             0.24

 

$            0.37

 

$            0.77

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

 

17,454,093

 

18,243,688

 

17,184,141

 

17,995,207

         

Diluted net earnings per share

 


$             0.13

 


$             0.22

 


$               0.34

 


$               0.70

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

 

19,801,325

 

20,167,394

 

18,666,140

 

19,804,896