-------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2004 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/A is being incorporated by reference into the Company's Form F-3 Registration Statements File Nos. 333-11972, 333-12450 and 333-14140, and amends the Form 6-K originally submitted on July 30, 2004. -------------------------------------------------------------------------------- ATTUNITY LTD 6-K/A Items 1. Revision to Press Release issued by Attunity Ltd on July 28, 2004 re Attunity Reports 2004 Second Quarter Results Item 1 Revision to Press Release issued by Attunity Ltd on July 28, 2004 re. Attunity Reports 2004 Second Quarter Results Total revenues for the second quarter 2004 were $5,180,000, an increase of 19.5% from $ 4,333,000 in the second quarter of 2003 and an increase of 24% from $4,173,000 in the first quarter of 2004. Gross profit for the second quarter 2004 was $3,225,000, compared with $2,629,000 in the second quarter of 2003. Net income was $3,000 or $0.00 per share in the second quarter of 2004 compared with a net loss of ($212,000) or ($0.01) per share in the second quarter of 2003 and a net loss of ($257,000) or ($0.02) in the first quarter of 2004. Total revenues in the first six months of 2004 increased 9.6% to $9,353,000 from $8,535,000 for the same period in the prior year. Gross profit in the first six months of 2004 was $5,532,000 compared with gross profit of $5,103,000 for the same period in 2003. Net loss in the first six months of 2004 was $254,000 or ($0.02) per share, compared with a net loss of ($57,000) or ($0.00) per share in the first six months of 2003. This past quarter, Attunity further strengthened its financial position through the sale of a $2 million convertible debenture to an investment group headed by Shimon Alon, Aki Ratner, Ron Zuckerman, and GF Capital. Attunity also obtained a $3 million line of credit from Plenus Technologies Ltd. "This quarter we achieved record revenues. We are particularly encouraged by the significant increase in license revenue, which is largely the result of our expanded efforts to address the business intelligence markets," said Arie Gonen, CEO of Attunity. "Attunity has also been recognized by industry analysts as a leader in the emerging EII (Enterprise Information Integration) market. As these data integration markets converge, Attunity is uniquely qualified to provide comprehensive data access, federation and real-time change data capture. We will further extend our leadership next quarter as we announce new customers and partnerships in these markets." Highlights of Attunity's Second Quarter 2004 Customer Wins Attunity has been selected as part of a major healthcare application deployment through one of its channel partners. Attunity is being utilized to provide enterprise information integration for real-time business intelligence. As a result of this new contract, Attunity recognized $995,000 of license revenue in the quarter ended June 30, 2004. During the second quarter, Attunity also closed new and follow-on business with customers such as AK Steel, Allegheny Ludlum, Cass Information Services, Data Systems and Solutions, Eastern Arizona College, Emerson College, Iowa Health System, Kanebridge Corporation, Nacan Products Limited, National Oil, North Carolina Baptist Hospitals, NYPD, RBC Dominion Securities, Rector & Visitors of Univ. of VA, South Broward Memorial Healthcare, and USS-POSCO Industries. New Product Offerings During the second quarter, Attunity expanded its product lines to provide offerings for data access, federation and change capture: o Attunity Federate is an enterprise information integration (EII) solution that provides unmatched performance through its distributed architecture and native execution o Attunity Stream is a change data capture solution that minimizes impact on operational systems through non-invasive and real-time monitoring of data sources o Attunity Connect is a family of pre-built, standards-based adapters that provides unmatched performance and reliability Effect of CEO resignation Subject to shareholders approval of the termination agreement with the company's CEO, at a shareholders meeting expected to be held in September 2004, the company will take a charge of approximately $845,000 in the third quarter of 2004 related to the resignation of its CEO. Attunity Conference Call The company has scheduled a conference call and simultaneous web-cast today, July 28, at 10:00 am EDT. To participate in the call North American callers can dial 800-510-0146 and international callers can dial +1-617-614-3449 five to ten minutes prior to the scheduled start time and entering the PIN # 38565497. The call will be available for replay through August 2, 2004 by dialing 888-286-8010 (in North America) and +1-617-801-6888 and entering the PIN # 94378251. About Attunity Ltd. Attunity is a leading provider of enterprise data integration software. Using Attunity's products, companies can seamlessly connect to data sources, stream data changes across the enterprise, and federate heterogeneous information to achieve a single view of their business. Employing a unique distributed architecture, Attunity software runs natively on enterprise data servers, turning locked data silos into an efficient Information Grid. The result is significantly enhanced performance and reduced cost of ownership. More then a 1000 customers are using Attunity software world-wide for data integration initiatives such as service-oriented integration to the mainframe as part of EAI projects, legacy data access for business intelligence and reporting, real-time and efficient ETL based on change data capture, and single customer views from disparate information sources. Also, Attunity is a trusted partner for industry leaders like Oracle and HP who embed Attunity software into their products and solution offerings. Safe Harbor Statement Certain statements in this press release are forward-looking statements. Because such statements deal with future events, they are subject to various risks and uncertainties and actual results could differ materially from Attunity current expectations. Factors that could cause or contribute to such differences include, but are not limited to: the impact on revenues of economic and political uncertainties and weaknesses in various regions of the world, including the commencement or escalation of hostilities or acts of terrorism; any unforeseen developmental or technological difficulties with regard to Attunity's products; changes in the competitive landscape, including new competitors or the impact of competitive pricing and products; a shift in demand for products such as Attunity's; unknown factors affecting third parties with which Attunity has formed business alliances; timely availability and customer acceptance of Attunity's new and existing products, and other factors and risks discussed in Attunity's Report on Form 20-F for the year ended December 31, 2003, which is on file with the Securities and Exchange Commission. Attunity assumes no obligation to update information concerning its expectations. ATTUNITY Ltd UNAUDITED CONSOLIDATED BALANCE SHEETS (in thousands) June 30 December 31 2004 2003 --------------- ---------------- ASSETS Current Assets Cash and Cash Equivalents $4,021 $2,073 Restricted Cash 70 902 Short-Term Deposits 132 120 Marketable Securities 95 200 Trade Receivables, net 3,958 2,845 Other Receivables 1,022 1,006 --------------- ---------------- Total Current Assets 9,298 7,146 --------------- ---------------- SEVERANCE PAY FUND 1,604 1,592 --------------- ---------------- PROPERTY, PLANT and EQUIPMENT, net 947 926 --------------- ---------------- OTHER ASSETS, net 10,670 10,548 --------------- ---------------- $22,519 $20,212 --------------- ---------------- LIABILITIES AND SHAREHOLDER EQUITY CURRENT LIABILITIES Short-Term Bank Debt $- $206 Current Maturities of Long- Term Loans 50 102 Trade Payables 589 583 Deferred Revenues 3,686 2,090 Employee and Payroll Accruals 1,241 1,239 Accrued Expenses and other Liabilities 1,572 3,479 --------------- ---------------- Total Current Liabilities 7,138 7,699 --------------- ---------------- LONG-TERM LIABILITIES Long-Term Debt 200 99 Accrued Severance Pay 2,058 1,941 --------------- ---------------- Total Long-Term Liabilities 2,258 2,040 --------------- ---------------- SHAREHOLDERS' EQUITY Share Capital 536 525 Additional Paid-In Capital 89,458 86,504 Accumulated Other Comprehensive Loss (320) (259) Accumulated Deficit (76,551) (76,297) --------------- ---------------- Total Shareholder's Equity 13,123 10,473 --------------- ---------------- $22,519 $20,212 --------------- ---------------- ATTUNITY Ltd UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per-share amounts) Three Months Six Months ended June 30 ended June 30 2004 (a)2003 2004 (a)2003 ------- ------- ------- ------- REVENUES Products $2,574 $1,691 $4,190 $3,197 Maintenance 1,416 1,520 2,828 3,051 Services 1,190 1,122 2,335 2,287 ------- ------- ------- ------- 5,180 4,333 9,353 8,535 ------- ------- ------- ------- COST OF REVENUES Products 587 480 1,120 944 Maintenance 258 188 485 377 Services 1,110 1,035 2,216 2,111 ------- ------- ------- ------- 1,955 1,703 3,821 3,432 ------- ------- ------- ------- GROSS PROFIT 3,225 2,630 5,532 5,103 OPERATING EXPENSES Research & Development, net 353 385 676 716 Selling & Marketing 2,031 1,537 3,642 2,937 General & Administrative 683 599 1,287 1,205 Costs in respect of lawsuits - 410 - 410 ------- ------- ------- ------- 3,067 2,931 5,605 5,268 ------- ------- ------- ------- Operating loss 158 (301) (73) (165) Financial Income (loss), net (117) 98 (126) 147 ------- ------- ------- ------- Loss before Income Taxes 41 (203) (199) (18) Taxes on Income (38) (9) (55) (39) ------- ------- ------- ------- ------- ------- ------- ------- Net income (loss) $3 $(212) $(254) $(57) ------- ------- ------- ------- Basic income (loss) per Share $0.00 $(0.01) $(0.02) $(0.00) Number of Shares Used in computing per share amounts 15,165 14,767 15,002 14,767 (a) Reclassified 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. ATTUNITY LTD ------------ (Registrant) By: /s/Ofer Segev ------------- Ofer Segev Chief Financial Officer Date: November 17, 2004