-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HDyfpCWQEnswgvSD85znb/3P86qWyHLTyBgwi8MYPhcux+n2JWC/Krb1focOYjNF FykwAb3dfgmf9/EbvSN6fg== 0000950005-02-001091.txt : 20021126 0000950005-02-001091.hdr.sgml : 20021126 20021126164027 ACCESSION NUMBER: 0000950005-02-001091 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20021126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMTOUCH SOFTWARE LTD CENTRAL INDEX KEY: 0001084577 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26495 FILM NUMBER: 02841283 BUSINESS ADDRESS: STREET 1: C/O COMMTOUCH SOFTWARE INC STREET 2: 3945 FREEDOM CIRCLE SUITE 730 CITY: SNTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4086534330 MAIL ADDRESS: STREET 1: C/O COMMTOUCH SOFTWARE INC STREET 2: 3945 FREEDOM CIRCLE SUITE 730 CITY: SANTA CLARA STATE: CA ZIP: 95054 6-K 1 form_6-k.txt FORM 6-K 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 SECURITES EXCHANGE ACT OF 1934 For the month of November 2002 (containing quarterly information for the quarter ended June 30, 2002) Commtouch Software Ltd. (Translation of registrant's name into English) 6 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 ----- ----- 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 ----- ----- COMMTOUCH SOFTWARE LTD. FORM 6-K INDEX PART II. OTHER INFORMATION Item 3. Information Incorporated by Reference Item 4. Exhibit The exhibit listed on the exhibit index attached to this report is incorporated herein by reference. Signatures PART II. OTHER INFORMATION Item 3. 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. Item 4. Exhibit The exhibit listed on the exhibit index attached to this report is incorporated herein by reference. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to this report to be signed on its behalf by the undersigned, thereunto duly authorized. COMMTOUCH SOFTWARE, LTD. --------------------------------------------- (Registrant) Date November 26, 2002 By /s/ Gideon Mantel --------------------------------------------- Gideon Mantel Chief Executive Officer By /s/ Devyani Patel - ----------------------------- --------------------------------------------- Devyani Patel Principal Accounting Officer Exhibit Index Exhibit Description of Document - ------- ----------------------- 99.1 August 13, 2002 Press Release: " Commtouch Reports Q2 2002 Results " EX-99.1 3 ex99-1.txt AUGUST 13, 2002 PRESS RELEASE Exhibit 99.1 Commtouch Reports Q2 2002 Results MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--August 13, 2002--Commtouch (Nasdaq: CTCH - - NEWS), a vendor of highly scalable messaging solutions to service providers, today announced results for the second quarter of 2002. Of particular note was the fact that the cash as at June 30, 2002 was approximately $1.7 million. Gideon Mantel, CEO of the Company noted that "This is proof that our strategy of effecting determined cost cutting measures, downsizing and refocusing of the business goals has been successful." Revenues for the quarter were $1.0 million compared to $1.3 million in the prior quarter and $3.8 million in the comparable quarter last year. Total loss for the quarter was $0.7 million compared to $0.9 million in the prior quarter and $ 8.5 million in the comparable quarter last year. Revenues for the six months ended June 30, 2002 were $2.3 million compared to $7.5 million in the comparable period last year. Total loss for the six months ended June 30, 2002 was $1.6 million compared to $25.7 million in the comparable period last year. Mr. Mantel added, "While we continue to make efforts to penetrate the market with the recently completed new version of our highly scalable messaging software platform ("CMP"), we realize that service providers are being extremely selective in their choices of which capital investments to move forward with in this difficult economic climate. We continue to believe that CMP is a superior product that will offer service providers cost savings over the long haul, and are hopeful that market conditions will improve to a point where business in the pipeline has a greater potential for closure. More importantly, though, CMP was built with unique security and anti-spam capabilities that we have been looking more recently to exploit, especially in light of the worldwide attention that has been directed to the problem and cost of spam and virus control. Initial reactions to Commtouch's proprietary solution have been positive, and we believe that CMP, either as a messaging platform or as an anti-spam/anti-virus solution, or as a combined solution, has significant potential." In the near future, the Company expects to announce its roadmap, product and business strategy. About Commtouch Commtouch Software Ltd. is a developer and provider of comprehensive and highly scalable messaging solutions through its Commtouch Messaging Platform (CMP) for service providers such as ISPs, ASPs, Data Centers, Telcos and Wireless Operators. The Company is also a developer of a unique, highly advanced anti-spam and anti-virus solution. The Company's core competencies come from its vast experience in hosted messaging as a global ASP and its established reputation as a leading vendor for email software applications. Commtouch is headquartered in Netanya, Israel and its subsidiary company, Commtouch Inc., operates out of Mountain View, CA. The Company was founded in 1991 and has been a publicly traded company since 1999 (Nasdaq: CTCH - news). To learn how Commtouch solutions are designed to meet service providers' messaging and collaboration needs, visit our web site at HTTP://WWW.COMMTOUCH.COM. Commtouch(R) is a registered trademark of Commtouch Software Ltd. Other terms and product names in this document may be trademarks of others. This press release 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 release; we assume no obligation to update any of them. The statements in this release 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 the Internet 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. - -------------------------------------------------------------------------------- Contact: Commtouch Devyani Patel, V.P. Finance 650/864-2291 Devyani.Patel@commtouch.com ###### COMMTOUCH SOFTWARE LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (USD in thousands)
June 30, December 31, 2002 2001 ------ ------ Assets Current Assets: Cash and cash equivalents ...................................................... $1,738 $2,248 Trade receivables, net ......................................................... 257 864 Prepaid expenses and other accounts receivable ................................. 209 700 ------ ------ Total current assets ........................................................... 2,204 3,812 ------ ------ Long-term lease deposits ........................................................ 108 261 Equity investment ............................................................... 77 -- Severance pay fund .............................................................. 260 320 Property and equipment, net ..................................................... 3,087 5,152 ------ ------ $5,736 $9,545 ------ ------ Liabilities and Shareholders' Equity Current Liabilities: Bank credit line and current maturities of bank loans and capital leases ....... $ -- $ 799 Accounts payable ............................................................... 493 1,374 Employees and payroll accruals ................................................. 236 633 Deferred revenues .............................................................. 106 839 Accrued expenses and other liabilities ......................................... 273 774 ------ ------ Total current liabilities ...................................................... 1,108 4,419 ------ ------ Long-term maturities of bank loans and capital leases .......................... -- 260 Other liabilities .............................................................. 255 255 Accrued severance pay .......................................................... 282 425 ------ ------ 537 940 ------ ------ Minority interest .............................................................. -- 127 ------ ------ Shareholders' equity ........................................................... 4,091 4,059 ------ ------ $5,736 $9,545 ====== ======
COMMTOUCH SOFTWARE LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD in thousands, except per share amounts)
Three Three Six Six Months Months Months Months Ended June Ended June Ended June Ended June 2002 2001* 2002 2001* -------- -------- -------- -------- Revenues: Email services ........................................... $ 1,005 $ 3,838 $ 2,276 $ 7,496 Cost of revenues: Email services ........................................... 406 3,573 1,339 8,229 -------- -------- -------- -------- Gross profit/(loss) ....................................... 599 265 937 (733) -------- -------- -------- -------- Operating expenses: Research and development, net ............................ 530 2,166 1,103 4,753 Sales and marketing ...................................... 244 2,683 765 9,028 General and administrative ............................... 421 2,639 1,187 8,143 Amortization of stock-based employee deferred compensation 138 481 276 962 Amortization of goodwill and other purchased intangibles . -- 891 -- 1,800 -------- -------- -------- -------- Total operating expenses ................................. 1,333 8,860 3,331 24,686 -------- -------- -------- -------- Operating loss ............................................ (734) (8,595) (2,394) (25,419) Interest and other income, net ........................... (20) 492 24 835 Share of equity interest ................................. 18 -- 18 -- Minority interest ........................................ 11 21 74 43 -------- -------- -------- -------- Loss from continuing operations .......................... (725) (8,082) (2,278) (24,541) -------- -------- -------- -------- Gain on disposal of Wingra ............................... -- -- 1,014 -- Discontinued operations - Wingra ......................... -- (444) (335) (1,116) -------- -------- -------- -------- Gain/(Loss) from sale of discontinued operations .......... -- (444) 679 (1,116) -------- -------- -------- -------- Net loss .................................................. $ (725) $ (8,526) $ (1,599) $(25,657) ======== ======== ======== ======== Basic and diluted net loss per share Loss from continuing operations ......................... $ (0.03) $ (0.47) $ (0.12) $ (1.45) Gain/(Loss) from sale of discontinued operations ........ -- (0.03) 0.04 (0.06) -------- -------- -------- -------- Net loss ................................................ $ (0.03) $ (0.50) $ (0.08) $ (1.51) ======== ======== ======== ======== Weighted average number of shares used in computing basic and diluted net loss per share ..................... 21,414 17,040 19,455 16,940 ======== ======== ======== ========
* - reclassified to conform with the current quarters classification due to divestiture of Wingra. -----END PRIVACY-ENHANCED MESSAGE-----