<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 February, 2004


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 February 2, 2004.


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: February 2, 2004

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 February 2, 2004.











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 $15.0 million

* Record Quarterly profit of $2.5 million or $0.13 per diluted share

* Record Annual sales of $54.8 million



Tel Aviv, Israel, February 2, 2004 — Radware (Nasdaq: RDWR), the leader in Intelligent Application Switching (IAS), ensuring the availability, performance and security of networked applications across the enterprise, today reported record revenues of $15.0 million for the fourth quarter of 2003, an increase of 25% compared with sales of $12.0 million for the fourth quarter of 2002, and a sequential increase of 7% vs. $14.0 million sales for the third quarter of 2003.

This represents the ninth consecutive quarter of growth in sales, bringing the Company’s total sales for 2003 to a record $54.8 million, an increase of 25% compared with sales of $43.7 million in 2002.

Net profit for the fourth quarter of 2003 was $2.5 million, an increase of more than 450% compared with net profit of $0.5 million in the fourth quarter of 2002, and a sequential increase of 35% vs. net profit of $1.8 million in the third quarter of 2003.

Diluted net earnings per share for the fourth quarter of 2003 were $0.13, compared to $0.03 in the fourth quarter of 2002 or $0.10 in the third quarter of 2003.

Net profit for 2003 was $6.4 million or $0.34 per diluted share, compared to net loss of $2.1 million or loss of $0.13 per diluted share for 2002.

The Company maintained a positive operational cash flow for each of the quarters during 2003, and in the fourth quarter of 2003 generated cash in the amount of $5.9 million, bringing 2003 total cash generation to $13.7 million. This led to a balance of $139.0 million in cash, short-term and long-term bank deposits and marketable securities.

“Radware is pleased to report an outstanding fourth quarter, reflecting the successful execution of our business strategy. Our product portfolio, recently expanded with the introduction of DefensePro™, together with our strong market momentum, puts us in a very strong position for continuous growth in 2004,” said Roy Zisapel, President and CEO, Radware.


During the quarter ended December 31, 2003, Radware released the following significant announcements:


Radware's LinkProof Wins Editor's Choice Award by Network Computing Magazine


Organization for Security and Cooperation in Europe (OSCE) Summit Implemented DefensePro for Network Security at the Highest Level


Radware Introduces DefensePro - the Industry’s First Security Switching Solution for High Speed Intrusion Prevention and DoS Protection


London Borough of Hammersmith and Fulham Takes Full Control of Bandwidth for UK E-Government with Radware


Company management will host a quarterly investor conference call at 8:45 AM EST on February 2, 2004. The call will focus on financial results for the quarter ended December 31, 2003, and certain other matters related to the Company’s business.


The conference call will be webcast on February 2, 2004 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 contains forward-looking statements.  Such statements involve various risks that may cause actual results to differ materially.  These risks and uncertainties include, but are not limited to: market demand for the Company’s products, successful implementation of the Company’s products, economic and competitive factors, international market conditions, technological developments, the ability to finance operations and other factors which are detailed in the Company’s SEC filings.











 

Condensed Consolidated Balance Sheets

 

(U.S. Dollars in Thousands)

  


December 31, 2002

 


December 31, 2003

  

(Audited)

 

(Audited)

Current assets

    

Cash and cash equivalents

 

16,097

 

31,771

Short-term marketable securities

 

36,177

 

31,111

Trade receivables, net

 

8,695

 

9,690

Other receivables and prepaid   expenses

 


1,152

 


1,089

Inventories

 

2,988

 

2,998

  

65,109

 

76,659

Long-term investments

    

Long-term bank deposits

 

59,079

 

72,017

Long-term marketable securities

 

13,948

 

4,122

Severance pay fund

 

1,107

 

1,435

  

74,134

 

77,574

     

Property and equipment, net

 

3,644

 

3,479

Other assets

 

111

 

402

Total assets

 

142,998

 

158,114

     

Current liabilities

    

Trade payables

 

2,612

 

4,285

Deferred revenues

 

5,290

 

7,058

Other payables and accrued expenses

 

6,517

 

4,839

  

14,419

 

16,182

     

Accrued severance pay

 

1,191

 

1,625

Minority interest

 

31

 

61

Total liabilities

 

15,641

 

17,868

     

Shareholders’ equity

    

Share capital

 

424

 

440

Additional paid-in capital

 

132,005

 

138,552

Treasury stock, at cost

 

(254)

 

(254)

Deferred stock compensation

 

(98)

 

-

Accumulated other comprehensive income (loss)

 

89

 

(38)

Retained earnings (accumulated deficit)

 


(4,809)

 


1,546

Total shareholders’ equity

 

127,357

 

140,246

Total liabilities and shareholders' equity

 


142,998

 


158,114











 

Condensed Consolidated Statements Of Operations

 

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

         
  

For the Three months ended December 31, 2002

 

For the Three months ended December 31, 2003

 

For the Year ended December 31, 2002

 

For the Year ended December 31, 2003

  

(Unaudited)

 

(Unaudited)

 

(Audited)

 

(Audited)

         

Revenues

 

12,001

 

15,005

 

43,663

 

54,780

Cost of revenues

 

2,160

 

2,703

 

7,946

 

9,854

Gross profit

 

9,841

 

12,302

 

35,717

 

44,926

Research and development

 

1,934

 

2,209

 

7,809

 

8,398

Sales and marketing

 

7,589

 

7,519

 

30,019

 

29,753

General and administrative

 

1,017

 

1,012

 

4,219

 

4,120

Total operating expenses

 

10,540

 

10,740

 

42,047

 

42,271

Operating profit (loss)

 

(699)

 

1,562

 

(6,330)

 

2,655

Financial income, net

 

1,140

 

908

 

4,240

 

3,740

Minority interest in losses (earnings) of a subsidiary

 


10

 


33

 


(23)

 


(40)

Net income (loss)

 

451

 

2,503

 

(2,113)

 

6,355

         

Basic net earnings (loss) per share

 

$               0.03

 

$             0.14

 

$             (0.13)

 

$            0.37

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

 

16,920,428   

 

17,454,093

 

16,654,784

 

17,184,141

         

Diluted net earnings (loss) per          share

 


$             0.03

 


$             0.13

 


$             (0.13)

 


$               0.34

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

 

17,277,118    

 

19,801,325

 

16,654,784

 

18,666,140