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, 2008
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 Elkayam, VP Finance

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: 23,196,236
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities act.
o Yes     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.
o Yes    x No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those sections.
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 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).
o Yes     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 a group of 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, a member of our board of directors and former Chief Executive Officer. The shareholders agreement among the members of the group expired on March 1, 2007;




 



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




 



NASDAQ” are to the NASDAQ Global Market (formerly, the Nasdaq National Market) or NASDAQ Capital Market (formerly, the Nasdaq SmallCap); and




 



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

        We have obtained federal trademark registrations for Attunity®, Attunity B2B®, Attunity Connect® and Attunity InFocus® in the United States. 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, or PCAOB.
        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, Section 21E of the Securities Exchange Act of 1934, as amended, 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,” “anticipate” 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, performance, levels of activity, or 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 4 – “Information on the Company” and Item 5 – “Operating and Financial Review and Prospects,” , including but not limited to statements, if any, about our expected revenues , any, as well as elsewhere in this annual report. 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. We have attempted to identify significant uncertainties and other factors affecting forward-looking statements in the Risk Factors section that appears in Item 3.D – “Key Information- Risk Factors.”
- iv -

TABLE OF CONTENTS


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I

 

 



 

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS



 

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE



 

ITEM 3.

KEY INFORMATION



 

         A.

Selected Financial Data



 

         B.

Capitalization and Indebtedness



 

         C.

Reasons for the Offer and Use of Proceeds



 

         D.

Risk Factors



 

ITEM 4.

INFORMATION ON THE COMPANY

15 

 

         A.

History and Development of the Company

15 

 

         B.

Business Overview

16 

 

         C.

Organizational Structure

24 

 

         D.

Property, Plants and Equipment

24 

 

ITEM 4A.

UNRESOLVED STAFF COMMENTS

25 

 

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

25 

 

         A.

Operating Results

25 

 

         B.

Liquidity and Capital Resources

34 

 

         C.

Research and Development, Patents and Licenses

37 

 

         D.

Trend Information

37 

 

         E.

Off-Balance Sheet Arrangements

37 

 

         F.

Tabular Disclosure of Contractual Obligations

38 

 

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

38 

 

         A.

Directors and Senior Management

38 

 

         B.

Compensation

40 

 

         C.

Board Practices

43 

 

         D.

Employees

49 

 

         E.

Share Ownership

50 

 

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

52 

 

         A.

Major Shareholders

52 

 

         B.

Related Party Transactions

54 

 

ITEM 8.

FINANCIAL INFORMATION

54 

 

         A.

Consolidated Statements and Other Financial Information

54 

 

         B.

Significant Changes

55 

 

ITEM 9.

THE OFFER AND LISTING

55 

 

         A.

Offer and Listing Details

55 

 

         B.

Plan of Distribution

56 

 

         C.

Markets

56 

 

         D.

Selling Shareholders

56 

 

         E.

Dilution

56 

 

         F.

Expense of the Issue

56 

 

ITEM 10.

ADDITIONAL INFORMATION

57 

 

         A.

Share Capital

57 

 

         B.

Memorandum and Articles of Association

57 

 

         C.

Material Contracts

60 

 

         D.

Exchange Controls

63 

 

         E.

Taxation

63 

 

         F.

Dividends and Paying Agents

74 

 

         G.

Statement by Experts

74 

 

         H.

Documents on Display

74 

 

         I.

Subsidiary Information

75 
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