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
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2008
Commission File Number: 001-33129

Allot Communications Ltd.
(Translation of registrant’s name into English)

22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel

(Address of principal executive offices)

        Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

        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 o No x

        If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________



EXPLANATORY NOTE

        On November 11, 2008, Allot Communications Ltd. issued a press release announcing the quarterly results for the third quarter of 2008.

        A copy of the press release is attached to this Form 6-K as Exhibit 99.1 and incorporated herein by reference.

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.

Allot Communications Ltd.


By: /s/ Doron Arazi
——————————————
Doron Arazi
Chief Financial Officer

        Date: November 13, 2008

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EXHIBIT INDEX

The following exhibit has been filed as part of this Form 6-K:

Exhibit Description

99.1. Press Release Announcing Financial Results Dated November 13, 2008.

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6-K

Exhibit 99.1

Allot Communications Revenues Reach a Record $9.8m in the Third
Quarter 2008

Key highlights:

– Third quarter revenues increased to a record $9.8 million, representing a 3% increase over second quarter 2008

– Third quarter non-GAAP operating loss narrowed to $1.5 million, a decrease of 44% from $2.7 million operating loss for the second quarter 2008

– Third quarter non-GAAP net loss declined to $1.6 million, or ($0.07) per share, from $1.9 million, or ($0.09) per share, in the second quarter 2008

– ARS devaluation added $6.8 million to GAAP loss, partially offset by a $5.3 million gain from securities monetized at par value during the fourth quarter

– Addition of new Tier 1 mobile operator, the third added during 2008

Hod Hasharon, ISRAEL – November 11, 2008 – Allot Communications Ltd. (NASDAQ: ALLT), a leader in IP service optimization solutions based on deep packet inspection (DPI) technology, today announced financial results for the third quarter ended September 30, 2008.

Revenues for the third quarter of 2008 reached a record $9.8 million, representing a 40% increase over the $7.0 million in revenues reported for the third quarter of 2007, and a 3% increase over the second quarter of 2008. On a GAAP basis, net loss for the third quarter of 2008 was $9.0 million, or $0.41 per share (basic and diluted), as compared with a net loss of $3.7 million, or $0.17 per share (basic and diluted), for the second quarter of 2008 and a net loss of $2.2 million, or $0.10 per share (basic and diluted), for the third quarter of 2007. The Company’s net loss on a GAAP basis was primarily affected by a further impairment charge for auction rate securities (ARS) in its portfolio, as described below.

On a non-GAAP basis, excluding the impact of share-based compensation, ARS devaluation, related litigation expenses and amortization of acquired core technology, non-GAAP net loss for the third quarter of 2008 totaled $1.6 million, or $0.07 per share (basic and diluted), as compared with $1.9 million, or $0.09 per share (basic and diluted), for the second quarter of 2008 and compared with a non-GAAP net loss of $1.7 million, or $0.08 per share (basic and diluted), for the second quarter of 2007. These non-GAAP measures should be considered in addition to, and not as a substitute for, comparable GAAP measures. A full reconciliation between GAAP and non-GAAP net loss is provided in the accompanying Table 2. The Company provides these non-GAAP financial measures because it believes that they present a better measure of the Company’s core business and management uses the non-GAAP measures internally to evaluate the Company’s ongoing performance. Accordingly, the Company believes that they are useful to investors in enhancing an understanding of the Company’s operating performance.



“Our improved execution during the third quarter resulted in record revenues for Allot,” commented Rami Hadar, Allot Communications’ President and Chief Executive Officer. “We continued to succeed in penetrating major wireless operators, which we see as a significant growth driver going forward. As mobile data traffic continues to increase, our customers are seeking ways to optimize and monetize their costly infrastructure, and Allot’s solutions are ideally designed to enable them to meet these goals.”

Recently, the Company achieved the following significant goals:

Addition of new Tier 1 mobile operator, the third added during 2008;
Concluded 11 large deals with service providers, of which 5 represented new customers and 6 represented expansion deals; and
Made first commercial deployments which included video caching as a value-added service.

As of September 30, 2008, cash, cash equivalents, deposits and investments in marketable securities totaled $54.4 million. During the third quarter, the Company increased its cash and cash equivalents by $5.0 million as a result of a monetization of certain ARS at par value. In addition, due to a buy back settlement with one of its brokers, the Company monetized an additional $6.6 million of its ARS portfolio at par value during the fourth quarter. Recent external valuations showed a further devaluation of ARS in the Company’s portfolio as of the end of the third quarter. As a result, the Company recorded an additional impairment charge of $6.8 million in its statement of operations on a GAAP basis, in respect of ARS, the devaluation of which is considered “other than temporary”, leaving the Company with a total of $19.4 million in ARS at the end of the quarter. Impairment charges will be partially offset by a $5.3 million gain to be recognized during the fourth quarter as a result of the further ARS monetization in the fourth quarter.

Conference Call & Webcast

The Allot management team will host a conference call to discuss its third quarter 2008 results on Tuesday, November 11, 2008, at 8:30 AM EST, 3:30 PM Israel time. The quarterly results will be published prior to the conference call.

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To access the conference call, please dial one of the following numbers: US: 1-866-966-5335, International: +44-20-3003-2666, Israel: 1-809-216-213.

A replay of the conference call will be available from 12:01 am EST on November 12, 2008 through December 11, 2008 at 11:59 pm EST. To access the replay, please dial: +44-20-8196-1998, access code: 650204#.

A live webcast of the conference call can be accessed on the Allot Communications website at www.allot.com. The webcast will also be archived on the website following the conference call.

About Allot Communications

Allot Communications Ltd. (NASDAQ: ALLT) is a leading provider of intelligent IP service optimization solutions. Designed for carriers, service providers and enterprises, Allot solutions apply deep packet inspection (DPI) technology to transform broadband pipes into smart networks. This creates the visibility and control vital to manage applications, services and subscribers, guarantee quality of service (QoS), contain operating costs and maximize revenue. Allot believes in listening to customers and provides them access to its global network of visionaries, innovators and support engineers. For more information, please visit www.allot.com.

Safe Harbor Statement
Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Company’s plans, objectives and expectations for future operations. These forward-looking statements are based upon management’s current estimates and projections of future results or trends. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These factors include, but are not limited to: changes in general economic and business conditions and, specifically, a decline in demand for the Company’s products; the Company’s inability to develop and introduce new technologies, products and applications; loss of market; and other factors discussed under the heading “Risk Factors” in the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.


Investor Relations Contact:

Jay Kalish
Executive Director Investor Relations
International access code +972-9-761-9365
jkalish@allot.com

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TABLE – 1
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2008
2007
2008
2007
(Unaudited)
(Unaudited)
 
Revenues     $ 9,819   $ 6,952   $ 27,539   $ 23,829  
Cost of revenues    2,618    1,813    7,248    5,823  




Gross profit    7,201    5,139    20,291    18,006  




   
Operating expenses:  
Research and development, net    2,889    2,275    9,109    6,893  
Sales and marketing    4,751    4,311    15,271    13,071  
General and administrative    1,702    1,496    4,811    3,977  
In - process research and development    -    -    244    -  




Total operating expenses    9,342    8,082    29,435    23,941  
Operating loss    (2,141 )  (2,943 )  (9,144 )  (5,935 )
Financial and other income (expenses), net    (6,788 )  1,158    (8,247 )  2,940  




Loss before income tax expenses    (8,929 )  (1,785 )  (17,391 )  (2,995 )
   
Income tax expenses    36    389    137    205  




Net Loss   $ (8,965 ) $ (2,174 ) $ (17,528 ) $ (3,200 )




   
Basic and diluted net loss per share    $ (0.41 ) $ (0.10 ) $ (0.79 ) $ (0.15 )




   
Weighted average number of shares  
used in computing basic and diluted net  
loss per share    22,063,367    21,879,844    22,049,750    21,384,358  







TABLE – 2
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
RECONCILATION OF GAAP TO NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS ONS

(U.S. dollars in thousands, except per share data)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2008
2007
2008
2007
(Unaudited)
(Unaudited)
 
 GAAP net loss as reported     $ (8,965 ) $ (2,174 ) $ (17,528 ) $ (3,200 )




   
Non-GAAP adjustments:   
Cost of revenues  
    Expenses recorded for stock-based compensation    11    12    41    35  
    Core technology amortization    30    -    88    -  




     41    12    129    35  




Research and development costs, net  
    Expenses recorded for stock-based compensation    84    65    240    161  




   
Sales and marketing  
    Expenses recorded for stock-based compensation    112    91    402    200  




   
General and administrative  
    Expenses recorded for stock-based compensation    216    205    637    524  
    ARS and law suit litigation expenses    151    66    197    134  




     367    271    834    658  




   
In-process research and development    -    -    244    -  




Total adjustments to operating loss    604    439    1,849    1,054  




   
Financial and other income (expenses), net  
    Impairment of auction rate securities    6,771    -    10,206    -  




Total adjustments    7,375    439    12,055    1,054  




   
 Non-GAAP net loss   $ (1,590 ) $ (1,735 ) $ (5,473 ) $ (2,146 )




   
Non- GAAP basic and diluted net loss per share    $ (0.07 ) $ (0.08 ) $ (0.25 ) $ (0.10 )







TABLE – 3
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

September 30,
2008

December 31,
2007

(Unaudited)
 
                                                        ASSETS            
CURRENT ASSETS:  
Cash and cash equivalents   $ 31,947   $ 28,101  
Marketable securities and short term deposits    4,267    7,305  
Trade receivables    6,427    6,122  
Other receivables and prepaid expenses    1,708    3,799  
Inventories    3,991    4,789  


Total current assets    48,340    50,116  


   
LONG-TERM ASSETS:  
Marketable securities    18,159    35,371  
Severance pay fund    3,891    3,302  
Other assets    911    1,008  


Total long-term assets    22,961    39,681  


PROPERTY AND EQUIPMENT, NET    4,851    4,619  


GOODWILL AND INTANGIBLE ASSETS, NET    3,788    239  


   
Total assets    79,940    94,655  


   
                          LIABILITIES AND SHAREHOLDERS' EQUITY   
CURRENT LIABILITIES:  
Trade payables   $ 2,964   $ 3,409  
Deferred revenues    4,185    3,968  
Other payables and accrued expenses    6,244    5,514  


Total current liabilities    13,393    12,891  


   
LONG-TERM LIABILITIES:  
Deferred revenues    1,617    1,404  
Accrued severance pay    3,861    3,175  


Total long-term liabilities    5,478    4,579  


SHAREHOLDERS' EQUITY    61,069    77,185  


   
Total liabilities and shareholders' equity    79,940    94,655