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 April, 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 April 26, 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: April 26, 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 April 26, 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 $20.0 million

* Record Quarterly profit of $4.4 million



Tel Aviv, Israel, April 26, 2005 — Radware (Nasdaq: RDWR), the leader in Intelligent Application Switching (IAS), ensuring availability, performance and security of networked applications, today reported its fourteenth consecutive quarter of growth in revenues with record revenues of $20.0 million for the first quarter of 2005, an increase of 29% compared with revenues of $15.5 million for the first quarter of 2004, and a sequential increase of 5% vs. $19.0 million revenues for the fourth quarter of 2004.

Net income for the first quarter of 2005 was $4.4 million, compared with net income of $4.3 million in the fourth quarter of 2004 and an increase of 59% compared with net income of $2.8 million in the first quarter of 2004.

Diluted net earnings per share for the first quarter of 2005 were $0.22, compared to $0.14 in the first quarter of 2004 and $0.22 in the fourth quarter of 2004.


The Company continued to maintain a positive operational cash flow as in the last thirteen quarters. In the first quarter of 2005 the Company generated cash in the amount of $4.5 million. This led to a balance of $161.5 million in cash, short-term and long-term bank deposits and marketable securities.


“Radware continues to gain market share in the application infrastructure space for both application switching and Intrusion Prevention,” said Roy Zisapel, President and CEO of Radware. “This was an excellent quarter for Radware with healthy revenues and earnings. We continue to reap benefits from our strategy of focusing on large enterprises and carriers with our end-to-end solutions.”


During the quarter ended March 31, 2005, Radware released the following significant announcements:


Radware Joins ICSA Labs Network IPS Product Developers Consortium


Hagen Hultzsch Joins Radware's Board of Directors


Radware DefensePro Delivers Intrusion Prevention to Continental Airline's Business Partners


Radware Enhances it's End-to-End Connectivity Solution with Integrated VPN Technology


Radware Positioned in the Leader Quadrant in Web-enabled Application Delivery Report


Kenneth E. Sichau Joins Radware's Board of Directors


Radware's CertainT 100 Application Accelerator Wins "Recommended Buy" Award in SC Magazine Test for the Second Year in a Row


SINA Game Selects Radware's Denial of Service Solution for Online Game Services


Company management will host a quarterly investor conference call at 8:45 AM EDT on April 26, 2005. The call will focus on financial results for the quarter ended March 31, 2005, and certain other matters related to the Company’s business.


The conference call will be webcast on April 26, 2005 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 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, 2004

 


March 31,

2005

  

(Audited)

 

(Unaudited)

Current assets

    

Cash and cash equivalents

 

8,792

(*)

5,406

Short-term bank deposits

 

64,892

 

65,637

Short-term marketable securities

 

35,336

(*)

28,917

Trade receivables, net

 

13,166

 

13,142

Other receivables and prepaid   expenses

 


1,332

 


1,884

Inventories

 

4,094

 

4,463

  

127,612

 

119,449

Long-term investments

    

Long-term bank deposits

 

9,224

 

9,379

Long-term marketable securities

 

38,797

 

52,170

Severance pay funds

 

1,921

 

1,960

  

49,942

 

63,509

     

Property and equipment, net

 

4,452

 

5,068

Other assets, net

 

1,235

 

1,096

Total assets

 

183,241

 

189,122

     

Current liabilities

    

Trade payables

 

5,075

 

3,404

Deferred revenues, other payables and accrued expenses

 

14,850

 

16,315

  

19,925

 

19,719

     

Accrued severance pay

 

2,399

 

2,457

     

Total liabilities

 

22,324

 

22,176

     

Shareholders’ equity

    

Share capital

 

457

 

461

Additional paid-in capital

 

145,439

 

147,205

Accumulated other comprehensive loss

 

(52)

 

(194)

Retained earnings

 

15,073

 

19,474

Total shareholders’ equity

 

160,917

 

166,946

Total liabilities and shareholders' equity

 


183,241

 


189,122


(*) Reclassified





Condensed Consolidated Statements Of Operations

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

  



For the Three months ended March 31, 2004

 



For the Three months ended March 31, 2005

     
  

(Unaudited)

 

(Unaudited)

     

Revenues

 

              15,522

 

              20,021

Cost of revenues

 

                  2,760

 

                  3,555

Gross profit

 

                12,762

 

                16,466

Operating expenses:

    

Research and development

 

         2,337

 

3,026

Sales and marketing

 

                  7,702

 

              8,996

General and administrative

 

                  1,020

 

                  1,214

Total operating expenses

 

                11,059

 

                13,236

Operating income

 

    1,703

 

3,230

Financial income, net

 

                  1,052

 

                  1,226

Income before income taxes

 

2,755

 

4,456

Income taxes

 

                  -

 

                  55

Income before minority interest in losses of a subsidiary

 


2,755

 


4,401

Minority interest in losses of a

    

 subsidiary

 

11

 

-

Net income

 

                  2,766

 

                  4,401


    

Basic net earnings per share

 

 $               0.16

 

 $                 0.24

     

Weighted average number of shares used to compute basic

    

  net earnings per share

 

17,753,507

 

18,540,984


    

Diluted net earnings per share

 

 $               0.14

 

 $                 0.22

     

Weighted average number of shares used to compute

    

  diluted net earnings per share

 

20,071,759

 

20,288,967