6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of January, 2009


SILICOM LTD.

(Translation of Registrant’s name into English)


8 Hanagar St., P.O.Box 2164, Kfar-Sava 44425, Israel

(Address of Principal Executive Offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes o No x



Attached hereto and incorporated by reference herein is Registrant’s press release dated January 26th, 2009 announcing Registrant’s fourth quarter financial results.

This report on Form 6-K is incorporated by reference into the Registrant’s Registration Statement on Form F-3, Registration Statement No. 333-143565. This report on Form 6-K is also incorporated by reference into all other effective registration statements filed by the Registrant under the Securities Act of 1933.



Signature

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.

SILICOM Ltd.
(Registrant)


By: /s/ Eran Gilad
——————————————
Eran Gilad
CFO

Dated: January 26th, 2009



FOR IMMEDIATE RELEASE

EARNINGS RELEASE

SILICOM REPORTS FINANCIAL RESULTS FOR
Q4 AND FULL YEAR 2008

– Sequential Growth Caps Off Challenging Year: Q4 Revenues Up 6%
Sequentially to $6.5M, Earnings Up 74% Sequentially to $0.24 Per Diluted
Share

        KFAR SAVA, Israel – January 26, 2009 – Silicom Ltd. (NASDAQ and TASE: SILC) today reported its financial results for the fourth quarter and full year ended December 31, 2008.

        Revenues for the fourth quarter of 2008 were $6.5 million, a 6% increase compared sequentially with revenues of $6.1 million recorded in the third quarter of 2008, and a 13% decrease compared year-over-year with revenues of $7.5 million recorded in the fourth quarter of 2007. Net income for the fourth quarter of 2008 was $1.6 million, or $0.24 per diluted share ($0.25 per basic share), a 74% increase compared sequentially with $0.9 million, or $0.14 per share (basic and diluted) for the third quarter of 2008, and a 10% decrease compared year-over-year with net income of $1.8 million, or $0.27 per diluted share ($0.28 per basic share), for the fourth quarter of 2007.

        Revenues for the full year ended December 31, 2008 were $25.6 million, a 5% decrease compared with $26.8 million for 2007. Net income for the year was $4.6 million, or $0.69 per share (basic and diluted), compared with $6.3 million, or $1.00 per diluted share ($1.03 per basic share), for 2007.

        As of December 31, 2008, the Company’s cash, cash equivalents and marketable securities totaled $39.2 million, an increase of $1.8 million compared with its balance at the end of the third quarter of 2008, and an increase of $6.3 million compared with its balance at the end of 2007.

        Commenting on the results, Shaike Orbach, President and CEO, said, “We are pleased to report another quarter of sequential growth. In line with our work plan, during the quarter we added several new customers and expanded the range of products sold to several existing customers, both significant achievements in today’s uncertain market environment. We continue to see signs that the industry differentiates Silicom in terms of our technology, customization and service capabilities. In fact, we have recently reported a milestone order from one of the world’s three largest server manufacturers, an achievement which represents a third-party confirmation of our products, business platform and financial stability. We are proud of this vote of confidence and believe it will prove strategic to our long-term sales efforts.”



        Mr. Orbach concluded, “As we move into 2009, our visibility continues to be low due to the macro environment slowdown, and our results – together with those of the overall IT industry – may be impacted. In the face of this reality, our strategy is to continue executing a sound plan that has proven itself in the past, including the systematic and aggressive pursuit of sales; the provision of top-tier service; and continuous product innovation to meet the needs of a changing industry.”

Conference Call Details

The Company will host a conference call to discuss these results today, Monday, January 26th, at:

  9:00 a.m. Eastern Standard Time
  6:00 a.m. Pacific Standard Time
  16:00 Israel Time

To participate, please call one of the following teleconferencing numbers. Please begin placing your calls at least 10 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, try the international dial-in number.

US: 1 866 345 5855

UK: 0 800 404 8418

ISRAEL: 03 918 0609

INTERNATIONAL: +972 3 918 0609

For those unable to listen to the live call, a replay of the call will be available for three months from the day after the call under the investor relations section of Silicom’s website, at: www.silicom.co.il


About Silicom

Silicom Ltd. is an industry-leading provider of high-performance server/appliances networking solutions. The Company’s flagship products include a variety of multi-port Gigabit Ethernet, copper and fiber-optic, server adapters and innovative BYPASS adapters designed to increase throughput and availability of server-based systems, WAN Optimization and security appliances and other mission-critical gateway applications. For more information, please visit: www.silicom.co.il.



Statements in this press release which are not historical data are forward-looking statements which involve known and unknown risks, uncertainties, or other factors not under the Company’s control, which may cause actual results, performance, or achievements of the Company to be materially different from the results, performance, or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company’s periodic filings with the Securities and Exchange Commission. The Company disclaims any duty to update such statements.

Company Contact: Investor relations contact:
Eran Gilad, CFO Kenny Green / Ehud Helft
Silicom Ltd. GK Investor Relations
Tel: +972-9-764-4555 Tel: 1-646-201-9246
E-mail: erang@silicom.co.il E-mail : info@gkir.com

– FINANCIAL TABLES FOLLOW –



Silicom Ltd. Consolidated
Statements of Income

(US$ thousands, except for share and per share data)

Three-month period
ended December 31,

Twelve-month period
ended December 31,

2008
2007
2008
2007
 
Sales     $ 6,538   $ 7,478   $ 25,554   $ 26,784  
Cost of sales     4,041    4,470     15,405    16,094  




Gross profit     2,497    3,008     10,149    10,690  




   
Research and development costs     573    621     3,048    2,208  
Selling and marketing expenses     352    390     2,093    1,537  
General and administrative expenses     276    331     1,427    1,189  




Total operating expenses     1,201    1,342     6,568    4,934  




   
Operating income     1,296    1,666     3,581    5,756  
   
Financial income, net     384    307     1,188    956  




Income before income taxes     1,680    1,973     4,769    6,712  
Income tax expense     38    153     124    432  




Net income   $ 1,642   $ 1,820   $ 4,645   $ 6,280  




   
Basic income per ordinary share   $ 0.25   $ 0.28   $ 0.69   $ 1.03  




   
Weighted average number of ordinary shares  
used to compute basic income per share (in  
thousands)     6,694    6,560     6,685    6,122  




   
Diluted income per ordinary share   $ 0.24   $ 0.27   $ 0.69   $ 1.00  




   
Weighted average number of ordinary shares  
used to compute diluted income per share (in  
thousands)     6,750    6,760     6,780    6,309  







Silicom Ltd. Consolidated Balance Sheets
(US$ thousands)

December 31,
2008

December 31,
2007

 
Assets            
   
Current assets   
Cash and cash equivalents   $ 14,568   $ 14,216  
Marketable securities    8,426    3,516  
Accounts receivables: Trade, net    4,849    6,545  
Accounts receivables: Other    353    338  
Inventories    5,269    4,078  
Deferred tax assets    444    73  


Total current assets     33,909    28,766  
   
Marketable securities     16,204    15,210  
Assets held for employees' severance benefits    1,066    952  
Property, plant and equipment, net     795    675  
Other assets, net     -    39  


   
Total assets    $ 51,974   $ 45,642  


   
Liabilities and shareholder's equity   
   
Current liabilities  
Trade accounts payable   $ 2,681   $ 2,997  
Other accounts payable and accrued expenses    2,054    1,715  


Total current liabilities     4,735    4,712  
   
Liability for employees' severance benefits     1,905    1,596  


   
Total liabilities     6,640    6, 308  


   
Shareholders' equity   
Ordinary shares and additional paid-in capital    33,102    31,747  
Treasury shares    (38 )  (38 )
Retained earnings    12,270    7,625  


Total Shareholders' equity     45,334    39,334  


Total liabilities and shareholders equity    $ 51,974   $ 45,642