Registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C.  20549

 

FORM 20-F

 

o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2011

 

OR

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the transition period from __________ to __________

 

OR

 

o

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report _________

 

Commission file number:   0-20892

 

ATTUNITY LTD

(Exact name of registrant as specified in its charter and translation of registrant’s name into English)
Israel

(Jurisdiction of incorporation or organization)

 

Kfar Netter Industrial Park, Kfar Netter, 40593, Israel

(Address of principal executive offices)

 

Dror Harel-Elkayam, CFO

Tel: +972-9-8993000; Fax: +972-9-8993001

Attunity Ltd, Kfar Netter Industrial Park, Kfar Netter, 40593, Israel

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

Ordinary Shares, NIS 0.1 Par Value

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report (December 31, 2011): 39,951,106

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities act.

 

oYes     x No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  

 

oYes     x No

 

 

 





 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

x Yes         o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

 

x Yes         o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer o      Accelerated Filer o     Non-Accelerated Filer x

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

x

U.S. GAAP



o

International Financial Reporting Standards as issued by the International Accounting Standards Board



o

Other

        If "Other" has been checked in response to the previous question indicate by check mark which financial statements the registrant has elected to follow:

 

o Item 17        o Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

 

oYes     x No

 

 

- ii -

 

 

INTRODUCTION

 

Unless indicated otherwise by the context, all references in this annual report to:

 


 

·

we”, “us”, “our”, “Attunity”, or the “Company” are to Attunity Ltd and its subsidiaries;

 

 

·

dollars” or “$” are to United States dollars;

 

 

·

NIS” or “shekel” are to New Israeli Shekels;

 

 

·

the “Companies Law” or the “Israeli Companies Law” are to the Israeli Companies Law, 5759-1999;

 

 

·

the “SEC” are to the United States Securities and Exchange Commission;

 

 

·

Investors Group” are to certain investors, which included, among others, Mr. Shimon Alon, the Chairman of our board of directors and our Chief Executive Officer, Mr. Ron Zuckerman, a member of our board of directors, and Mr. Itzhak (Aki) Ratner, our former Chief Executive Officer and, until December 30, 2010, a member of our board of directors.  We are not aware of any agreement which is currently in force, in writing or otherwise, among the members of the Investors Group, or any of them, with respect to the Company;

 

 

·

"Convertible Notes" or "Notes" are to the convertible promissory notes we issued to the Investors Group pursuant to a Note and Warrant Purchase Agreement, dated March 22, 2004, as amended from time to time, by and between us and the Investors Group, or the Note Agreement;

 

 

·

Plenus” are to Plenus Technologies Ltd. and its affiliates, a venture capital lender;

 

 

·

"Plenus Loan" are to the loan and security agreements between Attunity and Plenus, all dated as of January 31, 2007, as amended from time to time;

 

 

·

"RepliWeb" are to RepliWeb Inc., a Delaware corporation we acquired in September 2011; and

 

 

·

OTCBB” are to the Over-The-Counter Bulletin Board.

 

We have obtained trademark registrations in the United States for AttunityÒ, Attunity B2BÒ, Attunity Connect Ò ,  Attunity InFocus Ò , RepliWeb Ò and FASTCOPY Ò .   Unless indicated otherwise by the context, any other trademarks and trade names appearing in this annual report are owned by their respective holders.

 

    Our consolidated financial statements appearing in this annual report are prepared in dollars and in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, and are audited in accordance with the standards of the Public Company Accounting Oversight Board in the United States.
    On March 1, 2012, the exchange rate between the NIS and the dollar, as quoted by the Bank of Israel, was NIS 3.784 to $1.00. Unless indicated otherwise by the context, statements in this annual report that provide the dollar equivalent of NIS amounts or provide the NIS equivalent of dollar amounts are based on such exchange rate.
    Statements made in this annual report concerning the contents of any contract, agreement or other document are summaries of such contracts, agreements or documents and are not complete descriptions of all of their terms.  If we filed any of these documents as an exhibit to this annual report or to any registration statement or annual report that we previously filed, you may read the document itself for a complete description of its terms,   and the summary included herein is qualified by reference to the full text of the document which is incorporated by reference into this annual report.

 

 

- iii -

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Except for the historical information contained in this annual report, the statements contained in this annual report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, Section 21.E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995, as amended, and other federal securities laws with respect to our business, financial condition and results of operations.  Such forward-looking statements reflect our current view with respect to future events and financial results.

 

We urge you to consider that statements which use the terms “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” and similar expressions are intended to identify forward-looking statements.  We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, including revenues from agreements we signed, performance, levels of activity, our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements, or industry results, expressed or implied by such forward-looking statements. Such forward-looking statements appear in Item 3.D “Risk Factors”, Item 4 “Information on the Company”, Item 5 “Operating and Financial Review and Prospects” and Item 10.C “Additional Information - Material Contracts” as well as elsewhere in this annual report, including but not limited to statements, if any, about our expected revenues or performance and plans for relisting our shares on a national exchange. The forward-looking statements contained in this annual report are subject to risks and uncertainties, including those discussed under Item 3.D “Risk Factors” and in our other filings with the SEC.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly release any update or revision to any forward-looking statements to reflect new information, future events or circumstances, or otherwise after the date hereof.
 

- iv -

 

 

TABLE OF CONTENTS


PART I

 

1

   ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

1

   ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

1

   ITEM 3.

KEY INFORMATION

1

       A.

Selected Financial Data

1

       B.

Capitalization and Indebtedness

2

       C.

Reasons for the Offer and Use of Proceeds

2

       D.

Risk Factors

2

   ITEM 4.

INFORMATION ON THE COMPANY

16

       A.

History and Development of the Company

16

       B.

Business Overview

17

       C.

Organizational Structure

28

       D.

Property, Plants and Equipment

28

   ITEM 4A.

UNRESOLVED STAFF COMMENTS

28

   ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

28

       A.

Operating Results

29

       B.

Liquidity and Capital Resources

40

       C.

Research and Development, Patents and Licenses

43

       D.

Trend Information

43

       E.

Off-Balance Sheet Arrangements

43

       F.

Tabular Disclosure of Contractual Obligations

43

   ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

44

       A.

Directors and Senior Management

44

       B.

Compensation

46

       C.

Board Practices

48

       D.

Employees

55

       E.

Share Ownership

55

   ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

57

       A.

Major Shareholders

57

       B.

Related Party Transactions

60

   ITEM 8.

FINANCIAL INFORMATION

60

       A.

Consolidated Statements and Other Financial Information

60

       B.

Significant Changes

61

   ITEM 9.

THE OFFER AND LISTING

61

       A.

Offer and Listing Details

61

       B.

Plan of Distribution

62

       C.

Markets

62

       D.

Selling Shareholders

62

       E.

Dilution

62

       F.

Expenses of the Issue

62

   ITEM 10.

ADDITIONAL INFORMATION

63

       A.

Share Capital

63

       B.

Memorandum and Articles of Association

63
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