-------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- F O R M 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2003 ATTUNITY LTD (Name of Registrant) Einstein Building, Tirat Carmel, Haifa, Israel 39101 (Address of Principal Executive Office) 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 [ ] 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): [ ] 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): 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- ___________ This Form 6-K is being incorporated by reference into the Company's Form F-3 Registration Statements File Nos. 333-11972, 333-12450 and 333-14140. -------------------------------------------------------------------------------- ATTUNITY LTD 6-K Items 1. Attunity Ltd Press Release re: First Quarter 2003 Results. Item 1 Press Release Source: Attunity Attunity Announces First Quarter 2003 Results Thursday May 8, 8:12 am ET Continued Operating Profitability Regained Compliance with Rule 4450a5 WAKEFIELD, Mass.--(BUSINESS WIRE)--May 8, 2003--Attunity Ltd. (Nasdaq NMS: ATTU - News), a leading provider of standards-based integration middleware for accessing mainframe, enterprise data sources and legacy applications, today announced financial results for the first quarter ended March 31, 2003. Total revenues in the first quarter of 2003 were $4,202,000, compared with $4,208,000 for the same period in the prior year and compared with $4,524,000 in the fourth quarter of 2002. Gross profit in the first quarter of 2003 was $2,749,000 compared with gross profit of $2,793,000 for the same period in 2002. Net income was $155,000 or $0.01 per share compared with net income of $405,000 or $0.03 per share in the first quarter of 2002. As a result of an unfavorable decision in our lawsuit with the Special Situations Funds and lease expenditures with respect to our lease in Massachusetts, we were required to book non-recurring expenses in the amount of $1,100,000 as of the fourth quarter of 2002. The net effect of booking expenses in 2002 resulted in a $504,000 or $0.03 per share net income for 2002 and a loss of $957,000 in the fourth quarter of 2002 or ($0.07) per share. Although the company was required to book the award against the company, it has appealed the decision and intends to seek a reversal of the decision. On February 13, 2003, Attunity was advised by Nasdaq that it has fallen below Nasdaq's continued listing standard relating to minimum share price since the closing bid price for company's shares has closed below the minimum of $1.00 for 30 consecutive trading days. On May 5, 2003, Attunity was advised by Nasdaq that it had regained compliance with the Rule on that matter since the closing bid price of the Company's ordinary shares have been at $1.00 or greater for at least 10 trading days. Nasdaq has notified the Company that this matter is now closed. "We are pleased with our continued profitability and cash positive operations in such a challenging business environment. Although a few large opportunities, particularly in Europe, have been pushed into future quarters, our overall results speak to the stability of our market and business model," said Arie Gonen, chairman of Attunity. "Our market share in the IBM mainframe, HP NonStop and Microsoft BizTalk markets is strong and growing. We offer the best connectivity middleware in the marketplace and with the next major release of Attunity Connect later this month will further separate us from our competition. We expect to maintain our performance level and see things pick up again later on this year." Highlights of Attunity's First Fiscal Quarter 2003 Customer Wins New customers in Q1 2003 included among others Ruan Transporation, NaviMedix, Inc., North York Community Care Access Centre, VNU, Nielsen Media Research, BellSouth Corporation, Unisys Corporation, Israeli Police, FactSet Research Systems, Inc., Movado Group, Parview Health System, UCSF Regents of the Univ. of CA, Israeli Credit Card, and First Tennessee Bank. Channel Partnerships Avanade Inc., a premier technology integrator formed through a joint venture between Microsoft and Accenture, signed a cooperative sales and marketing agreement with Attunity. Through the use of the Attunity Connect Adapter Suite for BizTalk Server, Avanade will offer a turn-key solution for mainframe and legacy integration on the Microsoft platform, eliminating custom coding and increasing the overall value to customers. As a result of the close technical collaboration with Microsoft, Attunity will be one of the select few vendors to introduce adapters to the upcoming beta distribution of the Jupiter product. With this upcoming Microsoft release will incorporate BizTalk integration, portal and commerce capabilities into a unified platform which will have greater need for connectivity adapters provided by Attunity. Attunity will conduct a teleconference at today at 11:00am U.S. Eastern Standard Time. To take part in the conference call, please dial (800) 299-7089 or (617) 801-9714 ten minutes prior to the 11:00 a.m. start and enter participant code 23439818. This call will also be broadcast live on www.attunity.com and an online replay will be available approximately one hour after the call by dialing (888) 286-8010 or (617) 801-6888 and enter participant code 9881543. About Attunity Ltd. Attunity(TM) is a leading provider of standards-based integration middleware for accessing mainframe, enterprise data sources and legacy applications. Founded in 1987 and traded on the NASDAQ exchange, Attunity's worldwide operations support over 1,000 direct end-users including many of the Fortune 1000. Through distribution and OEM agreements with global-class partners such as Oracle and HP, Attunity-based solutions are deployed on tens of thousands of systems worldwide. The Attunity Connect product family provides standards-based access to over 35 data sources on 20 different computing platforms. Attunity Connect adapters reside natively on each target platform and provide enterprise-class integration capabilities such as real-time read/write access, distributed transaction management, heterogeneous joins between relational and non-relational data sources, and optimized query execution. Attunity Connect makes legacy systems accessible through SQL and XML based interfaces including JDBC, ODBC, JCA, COM and SOAP. Attunity's products are available through direct sales and support offices in the United States, the United Kingdom, France, Israel, the People's Republic of China, and Australia, as well as distributors in Japan, S.E. Asia, Europe and Latin America. For more information, visit www.attunity.com or email info@attunity.com. Copyright (C) 2003 Attunity Ltd. All rights reserved. Attunity, the Attunity logo, Application Adapter Framework, Attunity AAF, Attunity Connect and Web Services Process Integration are trademarks of Attunity Ltd. All other marks are the property of their respective owners. This press release contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, product technology developments, market acceptance of our products and continuing product demand, the impact of competitive products and pricing, changing economic conditions, release and sales of new products by strategic resellers and customers, changes in demand for products, the timing and amount or cancellation of orders and other risks detailed from time to time in our filings with the Securities Exchange Commission, including our Form 20-FAnnual Report. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement. Attunity Ltd. CONSOLIDATED STATEMENTS OF OPERATION (in thousands of US Dollars - unaudited) Three Months Ended March 31, 2003 2002(a) Revenues Licenses $1,280 $1,719 Maintenance 1,757 1,479 Services 1,165 1,010 ----- ----- 4,202 4,208 Cost of revenues Licenses 464 411 Maintenance 179 187 Services 810 817 ----- ----- 1,453 1,415 Gross profit 2,749 2,793 Operating expenses Selling and marketing 1,581 1,273 General and administrative 470 564 Research and development, net 562 547 ----- ----- 2,613 2,384 Operating profit $136 409 Financial income (expenses) - net 49 (3) Income before taxes $185 406 Income taxes (30) (1) ----- ----- $155 $405 Basic net income per share $0.01 $0.03 Weighted average number of shares used to compute basic net income per share 14,767 14,580 Diluted net income per share $0.01 $0.03 Weighted average number of shares used to compute diluted net income per share 14,785 14,580 (a) Reclassified CONSOLIDATED BALANCE SHEETS (in thousands of US Dollars - unaudited) March 31, December 31, 2003 2002 ASSETS Current Assets Cash and cash equivalents $2,609 $2,693 Short-term deposits 106 88 Marketable securities 100 - Accounts receivable - net 4,130 3,377 Other receivables and prepaid expenses 1,104 1,233 Total current assets 8,049 7,391 Severance Pay Fund 1,195 1,189 Fixed Assets Cost 5,780 7,446 Less: accumulated depreciation 4,743 (6,301) ----- ----- 1,037 1,145 Other assets Intangible assets, net of accumulated amortization 11,760 11,759 Total assets $22,041 $21,484 CONSOLIDATED BALANCE SHEETS (in thousands of US Dollars - unaudited) March 31, December 31, 2003 2002 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Short-term bank debt $229 $175 Current maturities of long-term debt 155 205 Trade payables 663 645 Deferred revenues 2,393 1,986 Employees and payroll accruals 1,166 1,055 Accrued expenses and other Liabilities 2,505 2,658 Total current liabilities 7,111 6,724 Long term liabilities Long term debt 41 55 Accrued severance pay 1,640 1,625 Total long term liabilities 1,681 1,680 Shareholders equity Share capital: Authorized 30,000,000 ordinary shares of NIS 0.1 par value Issued and Outstanding: 14,767,432 shares at March 31, 2003 and December 31, 2002 437 437 Capital surplus 86,591 86,592 Accumulated deficit (73,186) (73,341) Foreign currency translation adjustment (593) (608) Total Shareholders' equity 13,249 13,080 Total liabilities and shareholders equity $22,041 $21,484 _________________ Contact: Attunity Dan Potter, 781/213-5204 dan.potter@attunity.com 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. ATTUNITY LTD ---------------- (Registrant) By: /s/Arie Gonen ----------------------- Chairman Date: May 8, 2003