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

 

(Mark One)


  o

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

 

  x

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

 

  o

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

 

  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………………………………

 

For the transition period from ______ to ______

 

Commission File Number 001-33129

 



 

ALLOT COMMUNICATIONS LTD.

(Exact Name of Registrant as specified in its charter)
ISRAEL

(Jurisdiction of incorporation or organization)
22 Hanagar Street

Neve Ne’eman Industrial Zone B

Hod-Hasharon 4501317

Israel

(Address of principal executive offices)

 

 

 





 

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

 

Title of each class

Name of each exchange on which registered

Ordinary Shares, par value NIS 0.10 per share

Nasdaq Global Select Market

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None
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 December 31, 2014: 33,319,923 ordinary shares, NIS 0.10 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

 

Yes o  No x
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.

 

Yes o    No x
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.

 

Yes x  No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 229.405 of this chapter), and (2) has been subject to such filing requirements for the past 90 days:
Yes x  No o
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 (Check one):

 

Large accelerated filer o  Accelerated filer x    Non-accelerated filer o

 

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

 

U.S. GAAP x

 

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

Other o

 

 

 

2

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

Item 17 o  Item 18 o
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):

 

Yes o  No x

 

 

3

 

 

PRELIMINARY NOTES
Terms
As used herein, and unless the context suggests otherwise, the terms “Allot,” “Company,” “we,” “us” or “ours” refer to Allot Communications Ltd.
Cautionary Note Regarding Forward-Looking Statements
In addition to historical facts, this annual report on Form 20-F contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, potential market opportunities and the effects of competition.  Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions that convey uncertainty of future events or outcomes and the negatives of those terms. These statements include but are not limited to:


 

·

statements regarding projections of capital expenditures;

 

 

·

statements regarding competitive pressures;

 

 

·

statements regarding expected revenue growth;

 

 

·

statements regarding the expected growth demand for video caching and optimization;

 

 

·

statements regarding trends in mobile networks, including the development of a digital lifestyle, over-the-top applications, the need to manage mobile network traffic and cloud computing, among others;

 

 

·

statements regarding our ability to develop technologies to meet our customer demands and expand our product and service offerings;

 

 

·

statements regarding the acceptance and growth of our value-added services by our customers;

 

 

·

statements regarding the expected growth in the use of particular broadband applications;

 

 

·

statements as to our ability to meet anticipated cash needs based on our current business plan;

 

 

·

statements as to the impact of the rate of inflation and the political and security situation on our business;

 

 

·

statements regarding the price and market liquidity of our ordinary shares;

 

 

·

statements as to our ability to retain our current suppliers and subcontractors; and

 

 

4

 

 

·

statements regarding our future performance, sales, gross margins, expenses (including stock-based compensation expenses) and cost of revenues.

 

These statements may be found in the sections of this annual report on Form 20-F entitled “ITEM 3: Key Information—Risk Factors,” “ITEM 4: Information on Allot,” “ITEM 5: Operating and Financial Review and Prospects,” “ITEM 10: Additional Information—Taxation—United States Federal Income Taxation—Passive Foreign Investment Company Considerations” and elsewhere in this annual report, including the section of this annual report entitled “ITEM 4: Information on Allot—Business Overview—Overview” and “ITEM 4: Information on Allot—Business Overview—Industry Background,” which contain information obtained from independent industry sources. Actual results could differ materially from those anticipated in these forward-looking statements due to various factors, including all the risks discussed in “ITEM 3: Key Information—Risk Factors” and elsewhere in this annual report.

 

All forward-looking statements in this annual report reflect our current views about future events and are based on assumptions and are subject to risks and uncertainties that could cause our actual results to differ materially from future results expressed or implied by the forward-looking statements. Many of these factors are beyond our ability to control or predict. You should not put undue reliance on any forward-looking statements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.

 

 

 

5

 

TABLE OF CONTENTS

 

PART I

 

ITEM 1: Identity of Directors, Senior Management and Advisers

8

ITEM 2: Offer Statistics and Expected Timetable

8

ITEM 3: Key Information

8

Selected Financial Data

8

Capitalization and Indebtedness

10

Reasons for Offer and Use of Proceeds

10

Risk Factors

10

ITEM 4: Information on Allot

26

History and Development of Allot

26

Business Overview

27

Organizational Structure

36

Property, Plants and Equipment

36

ITEM 4A: Unresolved Staff Comments

37

ITEM 5: Operating and Financial Review and Prospects

37

Operating Results

37

Liquidity and Capital Resources

51

Research and Development, Patents and Licenses

53

Trend Information

53

Off-Balance Sheet Arrangements

53

Contractual Obligations

53

ITEM 6: Directors, Senior Management and Employees

54

Directors and Senior Management

54

Compensation of Officers and Directors

58

Board Practices

60

Employees

66

Share Ownership

67

ITEM 7: Major Shareholders and Related Party Transactions

73

Major Shareholders

73

Related Party Transactions

74

Interests of Experts and Counsel

75

ITEM 8: Financial Information

75

Consolidated Financial Statements and Other Financial Information

75

Significant Changes

76

ITEM 9: The Offer and Listing

76

Stock Price History

76
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