6-K

UNITED STATES

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 May 2019

Commission File Number 001-20892

ATTUNITY LTD.

(Name of Registrant)

16 Atir Yeda Street, Atir Yeda Industrial Park, Kfar Saba, 4464321, Israel

(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 ☒ 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): ☐

EXPLANATORY NOTE

On May 6, 2019, Attunity Ltd. (the “Company”) announced that the previously reported acquisition of the Company by QlikTech International AB (“Qlik”), had been consummated (the “Merger”).  Pursuant to the Merger, a wholly-owned subsidiary of Qlik was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Qlik, and each of the Company’s ordinary shares (the “Ordinary Shares”) was canceled, entitling the holders thereof to receive US$23.50 per Ordinary Share in cash (without interest and less any applicable withholding taxes). The Merger was described in the proxy statement, dated March 15, 2019, distributed by the Company to its shareholders, which was attached as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K that was furnished to the Securities and Exchange Commission (the “SEC”) on March 15, 2019.

A copy of the press release announcing the consummation of the Merger is attached to this Form 6-K as Exhibit 99.1.

The Company has notified the NASDAQ Capital Market (“NASDAQ”) of the completion of the Merger, and trading in the Ordinary Shares will cease as of the start of trading on May 6, 2019 and will be suspended effective as of the close of trading on that same day. The Company has requested that NASDAQ file a delisting application on Form 25 with the SEC to report the delisting of the Ordinary Shares from NASDAQ. The Company expects to terminate the registration of its Ordinary Shares under the Securities Exchange Act of 1934, as amended, and to therefore cease to report to the SEC, approximately 10 days after the closing of the Merger.

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.
Date: May 6, 2019	By:	/s/ Dror Harel-Elkayam
		Name: Dror Harel-Elkayam Title:   Chief Financial Officer and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release of the Company, dated May 6, 2019, titled “Qlik Completes Acquisition of Attunity.”

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

May 6, 2019

QLIK COMPLETES ACQUISITION OF ATTUNITY

BURLINGTON, MASSACHUSETTS, May 6, 2019 — Attunity Ltd. (NasdaqCM: ATTU), a leading provider of data integration and big data management software solutions, announced today the completion of the previously announced acquisition of Attunity by QlikTech International AB (“Qlik”). Pursuant to the transaction, which was approved by Attunity’s shareholders on April 7, 2019, a wholly-owned subsidiary of Qlik merged with and into Attunity, with Attunity continuing as the surviving corporation and a wholly owned subsidiary of Qlik. As a result of the acquisition, Attunity’s shareholders will be entitled to receive the merger consideration of US$23.50 in cash per ordinary share (without interest and less any applicable withholding taxes). In connection with the closing of the transaction, Attunity’s ordinary shares will cease to be traded on the NASDAQ Capital Market as of May 6, 2019.

In connection with the merger, Attunity has obtained a pre-ruling from the Israeli Tax Authority with respect to the withholding obligations relating to the merger consideration. According to the pre-ruling, subject to certain exceptions, Attunity shareholders that are non-Israeli residents, who hold less than 5% of Attunity’s share capital and purchased their shares on or after December 17, 1992 (the date which Attunity listed its shares on NASDAQ), will be fully exempt from Israeli withholding tax. More detailed information about the tax ruling, the Israeli withholding tax rates and a declaration form to be signed by each of the applicable shareholders, will be included with the transmittal letter which will be sent to Attunity shareholders in the coming days

Shareholders who possess Attunity share certificates will receive a letter of transmittal with detailed instructions, along with other forms, from the appointed paying agent, American Stock Transfer & Trust Company, regarding the surrender of their certificates for the merger consideration. For shares held in street name by a broker, bank or other nominee, the broker, bank or other nominee will handle the exchange of shares for the shareholders and will provide them with any relevant instructions for effecting the exchange.

About Attunity

Attunity is a leading provider of data integration and big data management software solutions that enable availability, delivery and management of data across heterogeneous enterprise platforms, organizations and the cloud. Attunity's software solutions include data replication and distribution, test data management, change data capture (CDC), data connectivity, enterprise file replication (EFR), managed file transfer (MFT), data warehouse automation, data usage analytics and cloud data delivery.

Attunity has supplied innovative software solutions to its enterprise-class customers for over 20 years and has successful deployments at thousands of organizations worldwide. Attunity provides software directly and indirectly through various partners such as Microsoft, Oracle, IBM and Hewlett Packard Enterprise. Headquartered in Boston, Attunity serves its customers via offices in North America, Europe, and Asia Pacific and through a network of local partners. For more information, visit www.attunity.com or our blog and join our community on Twitter, Facebook, Linkedin and YouTube.

Company Contact:

Dror Harel-Elkayam, CFO

Attunity Ltd.

Tel: +972-9-8993000

dror.elkayam@attunity.com