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 September 2004
Commission File Number: 0-30628
ALVARION LTD.
--------------------------------------------------------------------------------
(Translation of registrant's name into English)
21A Habarzel Street, Tel Aviv 69710, 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 |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 is included in this report on Form 6-K:
Sequential
Exhibit Description Page Number
------- ----------- -----------
1. Press release, dated September 30, 2004 4
2
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: September 30, 2004 By: /s/ Dafna Gruber
-------------------------------
Name: Dafna Gruber
Title: Chief Financial Officer
3
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
------------------------- ---------------------------
FOR IMMEDIATE RELEASE
ALVARION INFORMS INTERWAVE THAT AMALGAMATION AGREEMENT
CANNOT BE COMPLETED UNDER CURRENT TERMS
Tel-Aviv, Israel, September 30, 2004 - Alvarion Ltd. (NASDAQ:ALVR), the global
leader in wireless broadband solutions today announced that after reviewing
interWAVE's recent financial results as well as anticipated results going
forward, it has determined that interWAVE has experienced a material adverse
effect with respect to its business and has advised interWAVE that interWAVE
will not be able to cause all of Alvarion's conditions to closing of the
amalgamation to be satisfied. Alvarion has further advised interWAVE that it
will not complete the amalgamation on the terms set forth in the amalgamation
agreement and would be willing to discuss with Interwave concluding a
transaction on different terms.
"These discussions pertain only to interWAVE's business," said Zvi Slonimsky,
CEO of Alvarion. "We have not experienced any material changes in our business.
We are expecting to report third quarter results in line with our guidance and
the outlook remains strong," continued Mr. Slonimsky.
About Alvarion
Alvarion is dedicated to delivering seamless wireless broadband networking
infrastructure to carriers, ISPs and private network operators, in order to
leverage their broadband opportunities into sustainable profits. Alvarion offers
premier wireless broadband solutions for access in the last mile, backhauling
connection to the backbone and private network connectivity. Featuring the
industry's most extensive range of products and international support, Alvarion
is a pioneering leader of the converged wireless broadband network. With over
1.5 million units deployed in 120 countries worldwide, Alvarion provides secure
rich-media networks for business or residential Internet access, corporate VPNs,
cellular base station feeding, community interconnection, public safety
connectivity and extended Hotspots.
Having recently acquired InnoWave's wideband access portfolio and expertise,
Alvarion provides a complete wireless solution that supports a wide range of
frequency bands, customer profiles and service types.
4
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, 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
inability 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
760-517-3188
5