FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2003
Commtouch Software Ltd.
(Translation of registrant's name into English)
1A Hazoran Street
Poleg Industrial Park, P.O. Box 8511
Netanya 42504, Israel
011-972-9-863-6888
(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
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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 No X
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COMMTOUCH SOFTWARE LTD.
FORM 6-K
Forward-Looking Statements
This Report on Form 6-K contains forward-looking statements, including
projections about our business, within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
For example, statements in the future tense, and statements including words such
as "expect," "plan," "estimate," anticipate," or "believe" are forward-looking
statements. These statements are based on information available to us at the
time of the Report; we assume no obligation to update any of them. The
statements in this Report are not guarantees of future performance and actual
results could differ materially from our current expectations as a result of
numerous factors, including business conditions and growth or deterioration in
our market, commerce and the general economy both domestic as well as
international; fewer than expected new-partner relationships; competitive
factors including pricing pressures; technological developments, and products
offered by competitors; availability of qualified staff for expansion; and
technological difficulties and resource constraints encountered in developing
new products as well as those risks described in the company's Annual Reports on
Form 20-F and reports on Form 6-K, which are available through www.sec.gov.
Second Quarter 2003 Results
Attached hereto and incorporated by reference herein is our press release
announcing the results of Q2 for 2003.
Furthermore, the balance sheet is presented below, on a pro forma as adjusted
basis, to give effect to the sale of 5,546,667 ordinary shares in the two
private placements announced on July 16th and August 4th at the prices of $0.50
and $0.60, respectively.
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COMMTOUCH SOFTWARE LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(USD in thousands)
June 30, June 30, December
-------- -------- --------
2003 2003 31, 2002
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Actual Pro Forma Actual
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As
--
adjusted
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Assets
Current Assets:
Cash and cash equivalents $1,034 $4,074 $1,388
Trade receivables, net -- -- 64
Prepaid expenses and other accounts receivable 145 145 231
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Total current assets 1,179 4,219 1,683
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Long-term lease deposits 5 5 5
Equity investment in Imetrix 240 240 3
Severance pay fund 311 311 264
Property and equipment, net 698 698 1,029
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$2,433 $5,473 $2,984
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Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable 347 347 338
Employees and payroll accruals 615 615 424
Accrued expenses and other liabilities 281 281 372
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Total current liabilities 1,243 1,243 1,134
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Other liabilities 135 135 135
Convertible loan 568 568 --
Accrued severance pay 328 328 278
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1,031 1,031 413
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Shareholders' equity 159 3,199 1,437
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$2,433 $5,473 $2,984
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Information Incorporated by Reference
The information in this Report on Form 6-K is incorporated by reference into all
Registration Statements which we have filed or which we will file in the future
under the Securities Act of 1933, as amended, which permit such reports to be so
incorporated.
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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.
COMMTOUCH SOFTWARE LTD.
(Registrant)
Date August 27, 2003 By
---------------------------------
Devyani Patel
VP Finance
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Exhibit Index
Exhibit Number Description of Exhibit
1 Press release of August 21, 2003
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