--------------------------------------------------------------------------------
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 November 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 is being incorporated by reference into the Company's Form F-3
Registration Statements File Nos. 333-11972 and 333-14140.
--------------------------------------------------------------------------------
ATTUNITY LTD
6-K Items
1. Consolidated Financial Statements of Attunity Ltd as of September 30, 2004
and Management's Discussion and Analysis of Financial Condition and Results
of Operations for the nine months ended September 30, 2004.
2. Exhibit 31.1-Certification of Chief Executive Officer pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
3. Exhibit 31.2-Certification of Chief Financial Officer pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
4. Exhibit 32.1-Certification of Chief Executive Officer pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
5. Exhibit 32.2-Certification of Chief Financial Officer pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
ITEM 1
ATTUNITY LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2004
IN U.S. DOLLARS
INDEX
Page
----
Consolidated Balance Sheets 2 -3
Consolidated Statements of Operations 4
Statements of Changes in Shareholders' Equity 5
Consolidated Statements of Cash Flows 6 - 7
Notes to Consolidated Financial Statements 8 - 9
--------
ATTUNITY LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands
September 30, December 31,
2004 2003
------------- -------------
Unaudited (Note 2.a)
-------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,418 $ 2,073
Restricted cash 70 902
Short-term bank deposits 133 120
Marketable securities - 200
Trade receivables (net of allowance for doubtful accounts of $
146 and $ 312 at September 30, 2004 and December 31, 2003,
respectively) 2,288 2,845
Other accounts receivable and prepaid expenses 1,182 1,006
------------- -------------
Total current assets 7,091 7,146
----- ------------- -------------
SEVERANCE PAY FUND 1,263 1,592
------------- -------------
PROPERTY AND EQUIPMENT, NET 926 926
------------- -------------
SOFTWARE DEVELOPMENT COSTS, NET 4,310 4,512
------------- -------------
GOODWILL 6,036 6,036
------------- -------------
DEFERRED EXPENSES, NET 180 -
------------- -------------
Total assets $ 19,806 $ 20,212
----- ============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
2
ATTUNITY LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share data
September 30, December 31,
2004 2003
------------- -------------
Unaudited (Note 2.a)
-------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term bank credit $ - $ 206
Current maturities of long-term debt 46 102
Trade payables 744 583
Deferred revenues 2,754 2,090
Employees and payroll accruals 964 1,239
Accrued expenses and other liabilities 2,743 3,479
------------- -------------
Total current liabilities 7,251 7,699
----- ------------- -------------
LONG-TERM LIABILITIES:
Convertible debt 176 -
Long-term debt 111 99
Accrued severance pay 1,675 1,941
------------- -------------
Total long-term liabilities 1,962 2,040
----- ------------- -------------
SHAREHOLDERS' EQUITY:
Share capital - Authorized: 30,000,000 Ordinary shares of NIS 0.1
par value at September 30, 2004 and December 31, 2003; Issued
and outstanding: 15,315,073 and 14,767,432 shares at September
30, 2004 and December 31, 2003, respectively 538 525
Additional paid-in capital 89,585 86,504
Accumulated other comprehensive loss (323) (259)
Accumulated deficit (79,207) (76,297)
------------- -------------
Total shareholders' equity 10,593 10,473
----- ------------- -------------
Total liabilities and shareholders' equity $ 19,806 $ 20,212
----- ============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
3
ATTUNITY LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share and per share data
Nine months ended
September 30,
------------------------------
2004 2003
------------- -------------
Revenues:
Software licenses $ 5,560 $ 4,469
Maintenance and support 4,256 4,479
Services 3,406 3,349
------------- -------------
13,222 12,297
------------- -------------
Cost of revenues:
Software licenses 1,655 1,460
Maintenance and support 722 578
Services 3,168 3,093
------------- -------------
5,545 5,131
------------- -------------
Gross profit 7,677 7,166
------------- -------------
Operating expenses:
Research and development, net 1,011 1,071
Selling and marketing 5,667 4,321
General and administrative 1,946 1,726
Costs in respect of lawsuits - 410
Termination costs 1,645 -
------------- -------------
Total operating expenses 10,269 7,528
----- ------------- -------------
Operating loss (2,592) (362)
Financial income (expenses), net (239) 50
------------- -------------
Loss before income taxes (2,831) (312)
Income taxes (79) (63)
------------- -------------
Net loss $ (2,910) $ (375)
============= =============
Basic and diluted net loss per share $ (0.19) $ (0.03)
============= =============
Weighted average number of Ordinary
shares used in computing
basic and diluted net loss per share 15,093,918 14,767,432
============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
4
ATTUNITY LTD. AND ITS SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share data
Accumulated
Ordinary Shares Additional other Total Total
---------------------- paid-in comprehensive Accumulated comprehensive shareholders'
Shares Amount capital loss deficit loss equity
---------- ----------- ---------- ------------- ----------- ------------- -------------
Balance as of January 1, 2004 14,767,432 $ 525 $ 86,504 $ (259) $ (76,297) $ - 10,473
Exercise of warrants 496,891 12 807 - - - 819
Exercise of employee stock options 50,750 1 69 - - - 70
Warrants issued in consideration for
credit line - - 256 - - - 256
Detachable warrants and beneficial
conversion feature related to
convertible debt, net - - 1,949 - - - 1,949
Other comprehensive loss:
Foreign currency translation
adjustments - - - (64) - $ (64) (64)
Net loss - - - - (2,910) (2,910) (2,910)
---------- --------- --------- ---------- ---------- ---------- ----------
Total comprehensive loss $ (2,974)
=============
Balance as of September 30, 2004 15,315,073 $ 538 $ 89,585 $ (323) $ (79,207) $ 10,593
========== ========= ========= ========== ========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
5
ATTUNITY LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------
U.S. dollars in thousands
Nine months ended
September 30,
-----------------------------
2004 2003
------------- -------------
Cash flows from operating activities:
------------------------------------
Net loss $ (2,910) $ (375)
Adjustments required to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation 244 608
Amortization of deferred expenses 48 -
Amortization of debt discount 176 -
Amortization of software development costs 1,405 1,188
Accrued interest on long-term debt - 4
Capital gain from sale of property and equipment (6) -
Increase (decrease) in accrued severance pay, net 59 (69)
Decrease (increase) in trade receivables 580 (250)
Decrease in other accounts receivables and prepaid expenses 36 27
Increase (decrease) in trade payables 155 (9)
Increase in deferred revenues 659 1,034
Decrease in employees and payroll accruals (331) (468)
Proceeds from sale of trading securities 202 -
Increase (decrease) in accrued expenses and other liabilities (767) 822
------------- -------------
Net cash provided by (used in) operating activities (450) 2,512
------------- -------------
Cash flows from investing activities:
------------------------------------
Restricted cash, net 832 (848)
Investment in short-term deposits, net (13) (30)
Purchase of property and equipment (261) (268)
Capitalization of software development costs (1,204) (1,204)
Proceeds from sale of property and equipment 11 -
------------- -------------
Net cash used in investing activities (635) (2,350)
------------- -------------
Cash flows from financing activities:
------------------------------------
Proceeds from exercise of employee stock options 70 -
Proceeds from exercise of warrants 819 -
Issuance of convertible debt and detachable warrants, net 1,949 -
Issuance expenses related to convertible debt (180) -
Receipt of long-term debt 35 -
Repayment of long-term debt (80) (224)
Short-term bank credit, net (206) 46
------------- -------------
Net cash provided by (used in) financing activities 2,407 (178)
------------- -------------
Foreign currency translation adjustments on cash and cash
equivalents 23 (84)
------------- -------------
Increase (decrease) in cash and cash equivalents 1,345 (100)
Cash and cash equivalents at the beginning of the period 2,073 2,693
------------- -------------
Cash and cash equivalents at the end of the period $ 3,418 $ 2,593
============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
6
ATTUNITY LTD. AND ITS SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
Nine months ended
September 30,
------------------------------
2004 2003
------------- -------------
Supplemental disclosure of cash flow activities:
-----------------------------------------------
Cash paid during the period for:
Interest $ 37 $ 67
============= =============
Income taxes $ 11 $ 77
============= =============
Supplemental disclosure of non-cash investing
and financing activities: ============= =============
------------------------
Capital lease obligation incurred upon acquisition of
property and
equipment $ - $ 50
============= =============
Issuance of warrants in consideration for credit line $ 256 $ -
============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
7
ATTUNITY LTD. AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share and per share data
NOTE 1:- UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles in the United States for interim financial information.
Accordingly, they do not include all the information and footnotes
required by generally accepted accounting principles in the United
States for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the nine-month period ended September 30, 2004
are not necessarily indicative of the results that may be expected for
the year ended December 31, 2004. Certain prior period amounts have
been reclassified to conform to the current period presentation.
These financial statements should be read in conjunction with the
Company's annual financial statements and accompanying notes as of
December 31, 2003 included in the Company's Annual Report on Form
20-F.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
a. The significant accounting policies applied in the annual
financial statements of the Company as of December 31, 2003, are
applied consistently in these financial statements.
b. Accounting for stock-based compensation:
The Company has elected to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB
No. 25") and FASB Interpretation No. 44, "Accounting for Certain
Transactions Involving Stock Compensation" ("FIN No. 44") in
accounting for its employee stock option plans. According to APB
No. 25, compensation expense is measured under the intrinsic
value method, whereby compensation expense is equal to the
excess, if any, of the quoted market price of the stock over the
exercise price at the grant date of the award or if applicable,
at a subsequent measurement date.
The following pro forma information presents the effect on the
consolidated stock-based employee compensation expense,
consolidated net loss and loss per share as if the fair value
based method provided under SFAS No. 123 had been applied to all
outstanding awards in each reported period:
Nine months ended
September 30,
---------------------------
2004 2003
----------- -------------
Unaudited
---------------------------
Net loss, as reported $ (2,910) $ (375)
Deduct: Total stock-based compensation expense
determined under fair value method for all awards (434) (388)
----------- -------------
Pro forma net loss $ (3,344) $ (763)
=========== =============
Basic and diluted net loss per share, as reported $ (0.19) $ (0.03)
=========== =============
Basic and diluted net loss per share, pro forma $ (0.22) $ (0.05)
=========== =============
8
ATTUNITY LTD. AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share and per share data
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The fair value for these options was estimated at the date of grant
using a Black-Scholes option valuation model with the following
weighted-average assumptions for the nine months ended September 30,
2004 and 2003: average-risk-free interest rate of 3.5% for each
period, dividend yield of 0% for each period, expected volatility of
the Company's Ordinary shares of 70% and 43.8%, respectively, and a
weighted-average expected life of 4 years. Stock compensation, for pro
forma purposes, is amortized on a straight line basis over the vesting
period.
NOTE 3:- CONVERTIBLE DEBT AND DETACHABLE WARRANTS
In April 2004, the Company issued to a group of existing shareholders
(currently holding 13% interest in the Company) a convertible debt in
the amount of $ 2,000 bearing interest at 5% per annum, and warrants
to purchase 480,000 Ordinary shares at a price per share of $ 1.75,
for an aggregate consideration of $ 2,000. The principal of the debt
is repayable at the end of five years and the interest is payable
semiannually. The debt is convertible into Ordinary shares at a
conversion price of $ 1.75 per share. The amount that may be converted
will be equal to at least 50% of the face amount of the debt. The
warrants expire 3 years after the date of grant.
In accordance with APB No. 14, "Accounting for Convertible Debt and
Debt Issued with Stock Purchase Warrants", the Company allocated the
total proceeds between the convertible debt and the warrants (which
are recorded as additional paid-in-capital) based on the relative fair
values of the two securities at the time of issuance. The
aforementioned allocation resulted in a discount on the convertible
debt.
In addition, in accordance with EITF No. 98-5, "Accounting for
Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios" ("EITF 98-5") and EITF No.
00-27, "Application of issue No. 98-5 to Certain Convertible
Instruments" ("EITF 00-27"), the Company recognized and measured the
embedded beneficial conversion feature present in the convertible
debt, by allocating a portion of the proceeds equal to the intrinsic
value of the feature to additional paid-in-capital. The intrinsic
value of the feature was calculated on the commitment date using the
effective conversion price which had resulted subsequent to the
allocation of the proceeds between the detachable warrants and the
convertible debt. This intrinsic value is limited to the portion of
the proceeds allocated to the convertible debt.
The aforementioned accounting treatment resulted in a total debt
discount equal to the full face amount of the debt ($ 2,000). The
discount will be amortized over a 5 year period from the date of
issuance until the stated redemption date of the debt.
During the nine months ended September 30, 2004, the Company recorded
financial expenses in the amount of $ 176, attributed to the
amortization of the aforementioned debt discount.
Issuance expenses in respect of the convertible debt in the amount of
$ 180, were deferred and recorded as "Deferred expenses". These
deferred expenses will be amortized over the period from the date of
issuance to the stated redemption date of the debt.
As of September 30, 2004, no shares were issued pursuant to the
conversion of the debt or the exercise of the warrants.
9
ATTUNITY LTD. AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share and per share data
NOTE 4:- CREDIT LINE
In June 2004, the Company entered into a loan agreement ("the
Agreement") with a lender. According to the Agreement the lender
undertakes to make available to the Company a revolving credit
facility in the aggregate amount of $ 3,000. The agreement expires in
June 2006.
The Company shall pay the lender interest on the principal amount
outstanding at an annual rate of 6.5% and a fee equal to 1% of the
unutilized credit line amount.
As of September 30, 2004, the Company had not utilized any of the
credit facility.
As part of the Agreement, the lender received a non-forfeitable
exercisable warrant to purchase the Company's Ordinary shares at an
exercise price of $ 3 per share. The amount of shares that the lender
may purchase upon exercise of the warrant will be determined according
to a formula which is based on the date the credit facility is
terminated and the amount of the credit facility utilized, but will be
not less than 200,000 shares. The warrant expires 5 years after the
date of grant.
Since the warrant is non-forfeitable and immediately exercisable, the
measurement date of the warrant was its issuance date. The fair value
of the warrant in the amount of $ 256 was recorded as prepaid
expenses, which will be amortized over the term of the credit line.
The aforementioned fair value was measured according to the
Black-Scholes option valuation model with the following
weighted-average assumptions: weighted average-risk-free interest rate
of 3%, dividend yield of 0%, expected volatility of the Company's
Ordinary shares of 70.1%, and a weighted-average expected life of 5
years.
The aforementioned fair value may be adjusted in future periods based
on the ultimate amount of shares that will be issued upon exercise of
the warrant.
NOTE 5:- TERMINATION COSTS
In the third quarter of 2004, the Company recorded expenses of $ 1,645
in respect of the termination of employment of the Company's chief
executive officer and other executives.
- - - - - - - - - - -
10
Management's Discussion and Analysis of Financial Condition and Results of
Operations
--------------------------------------------------------------------------------
Nine Months Ended September 30, 2004 Compared with Nine Months Ended September
30, 2003
Revenues. Total revenues increased 7.5% to $13.2 million in the first nine
months of 2004 from $12.3 million in the first nine months of 2003. This
increase is mainly attributable to a 24.4% increase in license revenues, which
increased to $5.6 million in 2004 from $4.5 million in 2003 mainly due to sale
of $1 million to one customer. Maintenance and support revenues decreased 5%
from $4.5 million to $4.3million as a result of decrease in legacy products
maintenance. Services remained approximately the same at $3.4 million
Cost of Revenues. Our cost of revenues increased 8% to $5.5 million in the
first nine months of 2004 from $5.1 million in the first nine months of 2003
primarily due to higher amortization of capitalized software development costs
by $0.2 million and increase of $0.2 million in wages.
Gross Profit. Our gross profit increased 7.1% to $7.7 million in 2004 from
$7.2 million in 2003, as a direct result of increased revenues and increased
cost of revenues in 2004.
Research and Development, Net. Total research and development costs, before
capitalized software costs, remained approximately the same at $2.2 million. We
capitalized approximately $1.2 million of software developments costs in 2004
and 2003. As a result of the foregoing, net research and development costs
remained approximately the same at $1 million.
Selling and Marketing. Selling and marketing expenses increased by 31.2% to
$5.7 million in the first nine months of 2004 from $4.3 million in the first
nine months of 2003. This increase is due to hiring more people in direct sales
operations in Europe and USA, and in business development and marketing, as well
as higher costs of marketing activities.
General and Administrative. General and administrative expenses increased
by 12.7% to $1.9 million in the first nine months of 2004 from $1.7 million in
the first nine months of 2003. The increase is principally attributable to the
increase in allowance for doubtful accounts, hiring a new CFO in June 2003 and
higher board fees.
Costs in Respect of Lawsuits. In the first nine months of 2003 we recorded
charges of $0.4 million relating to legal dispute with the landlord of our
former offices in Massachusetts.
Termination Costs. In 2004 we had $1.6 million of charges relating to the
termination of employment of our former chief executive officer and other former
executives.
Operating Loss. Based on the foregoing, we recorded an operating loss of
$2.6 million in 2004 compared to an operating loss of $0.4 million in 2003.
Financial Income (Expenses), Net. In 2004, we had net financial expenses of
$239,000 as compared to financial income, net of $50,000 in 2003. This increase
in financial expenses is attributable to interest on the $2 million convertible
debenture we issued in April 2004 and our $3 million credit line.
11
Taxes on Income. Income taxes for 2004 were $79,000 compared with $63,000
in 2003.
Net Loss. As a result of the foregoing, we had a net loss of $2.9 million
in the first nine months of 2004 compared to a net loss of $0.4 million in the
first nine months of 2003.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2004, we had $3.6 million in cash, cash equivalents,
restricted cash and short-term deposits. As of September 30, 2004, we had a bank
line of credit of approximately $0.2 million, which is unused and a $3 million
credit line from Plenus Technologies Ltd which is unused.
As of September 30, 2004 we had $87,000 in long-term loans from United
Mizrachi Bank Ltd. These loans bear interest of 5.6%. Principal and interest are
linked to the Israeli Consumer Price Index. In addition we had $24,000 long-term
portion of our equipment leases. These long term portions bear an average
interest of approximately 11.0%.
Net cash used in operating activities was $0.4 million in the first nine
months of 2004 compared to $2.5 million of net cash provided by operating
activities in the first nine months of 2003. Net cash used in investing
activities was $0.6 million in 2004 nine month period and $2.4 million in the
2003 period, which funds were used primarily for software development costs. Net
cash provided by financing activities was $2.4 million in first nine months of
2004 primarily from issuance of convertible note and exercise of warrants,
compared to $0.2 million used in financing activities in the first nine months
of 2003.
Our principal commitments consist of obligations outstanding under
operating leases. Our capital expenditures were approximately $261,000 in the
nine months ended September 30, 2004 and $268,000 in the nine months ended
September 30, 2003 The majority of our capital expenditures were for computers
and software. We currently do not have significant capital spending or purchase
commitments.
12
ITEM 2
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Aki Ratner, certify that:
1. I have reviewed this filing of the financials statements for the nine
months ended September 30, 2004 on Form 6-K of Attunity Ltd;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;
(b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and
34-47986]
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
function):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control over financial reporting.
Date: November 19, 2004
/s/Aki Ratner*
--------------
Aki Ratner
Chief Executive Officer
* The originally executed copy of this Certification will be maintained
at the Company's offices and will be made available for inspection upon
request.
ITEM 3
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Ofer Segev, certify that:
1. I have reviewed this filing of the financials statements for the nine
months ended September 30, 2004 on Form 6-K of Attunity Ltd;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;
(b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and
34-47986]
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
function):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control over financial reporting.
Date: November 19, 2004
/s/Ofer Segev*
--------------
Ofer Segev
Chief Financial Officer
* The originally executed copy of this Certification will be maintained
at the Company's offices and will be made available for inspection upon
request.
ITEM 4
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the financial statements for the nine months
ended September 30, 2004 of Attunity Ltd (the "Company") on Form 6-K as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Aki Ratner, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/Aki Ratner*
--------------
Aki Ratner
Chief Executive Officer
November 19, 2004
* The originally executed copy of this Certification will be maintained at the
Company's offices and will be made available for inspection upon request.
ITEM 5
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the financial statements for the nine months
ended September 30, 2004 of Attunity Ltd (the "Company") on Form 6-K as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Ofer Segev, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/Ofer Segev*
--------------
Ofer Segev
Chief Financial Officer
November 19, 2004
* The originally executed copy of this Certification will be maintained at the
Company's offices and will be made available for inspection upon request.
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 19, 2004