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 July 2005
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Commission File Number: 0-30628
ALVARION LTD.
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(Translation of registrant's name into English)
21A Habarzel Street, Tel Aviv 69710, Israel
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(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-___________
The following are included in this report on Form 6-K:
Sequential
Exhibit Description Page Number
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1. Press release on Preliminary Second
Quarter Results, dated July 5, 2005 4
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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.
ALVARION LTD.
Date: July 5, 2005 By: /s/ Dafna Gruber
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Name: Dafna Gruber
Title: Chief Financial Officer
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EXHIBIT 1
Contacts
Dafna Gruber, CFO Carmen Deville
+972 3 645 6252 +760-517-3188
+760-517-3187
dafna.gruber@alvarion.com carmen.deville@alvarion.com
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FOR IMMEDIATE RELEASE
Alvarion Announces Preliminary Second Quarter Results;
Revenue Expected to be $46 to $47 Million
Revised revenue range relates to project delays and
slower-than-expected pace of some installations
TEL-AVIV, Israel - July 5, 2005 -- Alvarion Ltd. (Nasdaq: ALVR), the world's
leading provider of wireless broadband solutions and specialized mobile networks
indicated that, when results for the second quarter are announced on August 3rd,
revenue is expected to be between $46 and $47 million. The Company indicated
that, at this revenue range, EPS for the quarter is expected to be a loss per
basic share of $0.06 to $0.08 on a GAAP basis, and a loss per basic share of
$0.04 to $0.06 on a non-GAAP basis, which excludes amortization of intangibles
and of deferred stock-based compensation, and non-recurring charges, totaling
about $1 million.
The shortfall was caused by unrelated customer-specific issues in non-WiMAX
areas:
o Delays in a few projects as a result of customers' internal reasons such
as budget adjustments
o Slower-than-expected installations, mainly of certain compact cellular
projects, which did not allow us to recognize the revenue from equipment
already shipped.
Management's original Q2 guidance already took into account both some minor
disruption from the transition to WiMAX and the probability that its largest
customer in 2004 would account for a very low amount of Q2 revenue compared to
its revenue contribution in the past several quarters.
"It became clear that these customer-specific delays would affect our Q2 revenue
in the final days of the quarter," said Zvi Slonimsky, CEO of Alvarion.
"Interest in WiMAX continues to gain momentum and, although it was a relatively
small portion of the total, revenue from our BreezeMAX(TM) product was in line
with our plan in Q2."
"We continue to expect the second half of 2005 to be better than the first half.
In light of the Q2 shortfall, we will have to re-evaluate the achievability of
our target for the year, and we will give guidance for Q3 and update the overall
outlook on August 3, after we have had an opportunity to go through our normal
quarterly analysis process," concluded Mr. Slonimsky.
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Management will host a conference call to respond to questions from the
investment community at 8:30 a.m. EDT today, July 5, 2005. Please call the
following number to participate: 480-629-9025.
The public is invited to listen to the live webcast of the conference call. For
details, please visit Alvarion's website at www.alvarion.com. An archive of the
on-line broadcast will be available on the website.
A replay of the call will be available from noon EDT on July 5, 2005 through
11:59 p.m. EDT on July 12, 2005. To access the replay, please call:
320-365-3844. To access the replay users will need to enter the following code:
788725.
IMPORTANT NOTE: Alvarion expects to report final results for the second quarter
on August 3, 2005, with a conference call following the release. Details of the
conference call will be announced in the near future.
About Alvarion
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With more than 2 million units deployed in 130 countries, Alvarion
is the worldwide leader in wireless broadband providing systems to carriers,
ISPs and private network operators, and also in extending coverage of GSM and
CDMA mobile networks to developing countries and other hard to serve areas.
Leading the WiMAX revolution, Alvarion has the most extensive
deployments and proven product portfolio in the industry covering the full range
of frequency bands with both fixed and mobile solutions. Alvarion's products
enable the delivery of business and residential broadband access, corporate
VPNs, toll quality telephony, mobile base station feeding, hotspot coverage
extension, community interconnection, public safety communications, and mobile
voice and data. Alvarion works with several global OEM providers and more than
200 local partners to support its diverse global customer base in solving their
last-mile challenges.
As a wireless broadband pioneer, Alvarion has been driving and
delivering innovations for more than ten years from core technology developments
to creating and promoting industry standards. Leveraging its key roles in the
IEEE and HiperMAN standards committees and experience in deploying OFDM-based
systems, the Company's prominent work in the WiMAX Forum is focused on
increasing widespread adoption of standards-based products in the wireless
broadband market and leading the entire industry to mobile WiMAX solutions.
For more information, visit Alvarion's World Wide Web site at www.alvarion.com
This press release contains forward -looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on the current expectations or beliefs of
Alvarion's management and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those described in the
forward -looking statements. The following factors, among others, could cause
actual results to differ materially from those described in the forward-looking
statements: inability to further identify,
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develop and achieve success for new products, services and technologies;
increased competition and its effect on pricing, spending, third-party
relationships and revenues; as well as the in ability to establish and maintain
relationships with commerce, advertising, marketing, and technology providers
and other risks detailed from time to time in filings with the Securities and
Exchange Commission.
Information set forth in this press release pertaining to third parties has not
been independently verified by Alvarion and is based solely on publicly
available information or on information provided to Alvarion by such third
parties for inclusion in this press release. The web sites appearing in this
press release are not and will not be included or incorporated by reference in
any filing made by Alvarion with the Securities and Exchange Commission, which
this press release will be a part of.
You may request Alvarion's future press releases or a complete Investor Kit by
contacting Carmen Deville, Investor Relations: carmen.deville@alvarion.com or +1
650 314 2653.