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 June 2003
Commission File No. 000-26495
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
----- -----
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): ____
Note: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an attached
annual report to security holders.
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): ____
Note: Regulation S-T Rule 101(b)(7) only permits the
submission in paper of a Form 6-K if submitted to furnish a report or other
document that the registrant foreign private issuer must furnish and make public
under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant's "home country"), or under the
rules of the home country exchange on which the registrant's securities are
traded, as long as the report or other document is not a press release, is not
required to be and has not been distributed to the registrant's security
holders, and, if discussing a material event, has already been the subject of a
Form 6-K submission or other Commission filing on EDGAR.
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- ________
Attached hereto and incorporated by reference herein is our press
release announcing the results of Q1 for 2003.
The information in this Report on Form 6-K and the exhibits herein are
incorporated by reference in 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.
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 By
---------------------- ---------------------------------
Name: Devyani Patel
Title: VP Finance
2
Exhibit Index
Exhibit Description of Document
------- -----------------------
1. Press Release Announcing Results of Q1 2003
3
Exhibit 1
Commtouch Reports Q1 2003 Results
MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--May 22, 2003--Commtouch (Nasdaq: CTCH -
News), a developer and provider of proprietary anti-spam solutions, today
announced its first quarter results for 2003.
Revenues for the quarter were $0.1 million compared to $0.6 million in the prior
quarter and $1.3 million in the comparable quarter last year. Total loss for the
quarter was $1.1 million compared to $2.2 million in the prior quarter and $0.9
million in the comparable quarter last year.
Cash as at March 31, 2003 was approximately $1.1 million compared to $1.4
million as at December 31, 2002. During the first quarter, the company received
$0.4 million of the total loan amount of $1.25 million under the previously
announced convertible loan agreement.
About Commtouch
Commtouch Software Ltd. is a developer and provider of proprietary anti-spam
solutions. The company's core technologies reflect its decade of experience as a
leading vendor of email software applications and provider of global messaging
services. Commtouch is headquartered in Netanya, Israel and its subsidiary,
Commtouch Inc., is based in Mountain View, CA. The company was founded in 1991
and has been publicly traded since 1999 (Nasdaq: CTCH - News). To learn more
about Commtouch's solutions visit our web site at http://www.commtouch.com.
Note: 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.
-------------------------------------
4
Contact:
Commtouch
media@commtouch.com
Gary Davis 650-864-2290
######
COMMTOUCH SOFTWARE LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(USD in thousands)
March December
-------- --------
31, 2003 31, 2002
-------- --------
Assets
Current Assets:
Cash and cash equivalents .............................. $1,112 $1,388
Trade receivables, net ................................. -- 64
Prepaid expenses and other accounts receivable ......... 188 231
------ ------
Total current assets ................................... 1,300 1,683
------ ------
Long-term lease deposits ................................ 5 5
Equity investment ....................................... 2 3
Severance pay fund ...................................... 285 264
Property and equipment, net ............................. 847 1,029
------ ------
$2,439 $2,984
------ ------
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable ....................................... 317 338
Employees and payroll accruals ......................... 524 424
Accrued expenses and other liabilities ................. 354 372
------ ------
Total current liabilities .............................. 1,195 1,134
------ ------
Other liabilities ...................................... 135 135
Convertible loan ....................................... 180 --
Accrued severance pay .................................. 301 278
------ ------
616 413
------ ------
Shareholders' equity ................................... 628 1,437
------ ------
$2,439 $2,984
====== ======
5
COMMTOUCH SOFTWARE LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(USD in thousands, except per share amounts)
March March
-------- --------
31, 2003 31, 2002
-------- --------
Revenues:
Email services ........................................... $ 106 $ 1,271
Cost of revenues:
Email services ........................................... 174 933
-------- --------
Gross profit/(loss) ....................................... (68) 338
-------- --------
Operating expenses:
Research and development, net ............................ 346 573
Sales and marketing ...................................... 188 521
General and administrative ............................... 442 766
Amortization of stock-based employee deferred compensation 63 138
-------- --------
Total operating expenses ................................. 1,039 1,998
-------- --------
Operating loss ............................................ (1,107) (1,660)
Interest and other income, net ........................... (37) 44
Minority interest ........................................ -- 63
-------- --------
Loss from continuing operations .......................... (1,144) (1,553)
-------- --------
Gain on disposal of Wingra ............................... -- 1,014
Discontinued operations - Wingra ......................... -- (335)
-------- --------
Gain/(Loss) from sale of discontinued operations .......... -- 679
-------- --------
Net loss .................................................. $ (1,144) $ (874)
======== ========
Basic and diluted net loss per share
Loss from continuing operations ......................... $ (0.05) $ (0.09)
======== ========
Gain/(Loss) from sale of discontinued operations ........ $ -- $ 0.04
-------- ========
Net loss ................................................ $ (0.05) $ (0.05)
======== ========
Weighted average number of shares used in computing
basic and diluted net loss per share ..................... 22,216 17,517
======== ========
6