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 14, 2008, Allot Communications Ltd. issued a press release announcing the results of its Annual Meeting of Shareholders held on November 13, 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 17, 2008

2



EXHIBIT INDEX

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

Exhibit Description

99.1. Press Release Announcing the Results of the Annual Meeting of Shareholder Dated November 14, 2008.

3



6-K

Exhibit 99.1

Allot Communications Ltd. Announces
the Results of the 2008 Annual Meeting of Shareholders

Shraga Katz named as Chairman of the Board

Hod Hasharon, Israel, November 14, 2008 – Allot Communications Ltd. (NASDAQ: ALLT), a leading provider of deep packet inspection (DPI) technology for service optimization, today announced the results of its Annual Meeting of Shareholders held on November 13, 2008, at the Company’s offices located at 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod-Hasharon, Israel.

At the Annual Meeting of Shareholders, the shareholders adopted the following resolutions:

1. To elect Shraga Katz as a Class I director to serve for a two-year term in accordance with the Company’s Articles of Association.

2. To elect Shai Saul and Dr. Eyal Kishon as Class II directors, each to serve for a three-year term in accordance with the Company’s Articles of Association.

3. To approve the terms of Shraga Katz’s service, including payment of director’s fees, the grant of stock options and eligibility for indemnification and exculpation.

4. To approve an amendment to the compensation plan of Yigal Jacoby.

5. To approve the grant of stock options to Dr. Eyal Kishon, Shai Saul and Rami Hadar.

6. To approve the extension of the expiration date of certain purchase rights of Yigal Jacoby.

7. To ratify and approve the procurement and maintenance of directors’ and officers’ liability insurance.

8. To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as Allot’s independent registered public accounting firm for the fiscal year ended December 31, 2008 and until the 2009 annual meeting of shareholders and to authorize the board of directors, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm.

Only shareholders of record as of the close of business on October 14, 2008 were entitled to vote at the meeting. A total of 12,632,015 shares, representing approximately 57% of the Company’s total outstanding shares were represented at the meeting.

Mr. Shraga Katz who was elected to serve as a Class I director has also been named by the board of directors as its Chairperson, succeeding Yigal Jacoby, who will remain a member of the board of directors. Mr. Katz has over 30 years of experience in the technology sector and has specialized for over 20 years in the communications industry. In 1996, Mr. Katz founded Ceragon Networks Ltd. (NASDAQ: CRNT), a global provider of high capacity wireless networking solutions for mobile and fixed operators and private networks, and served as its President and CEO until mid 2005. Prior to founding Ceragon, Mr. Katz served in the Israeli Defense Forces for 17 years. Mr. Katz was head of the Electronic Research and Development Department of the Israeli Ministry of Defense. Mr. Katz is a two-time winner of the Israel Defense Award, Israel’s most prestigious recognition for research and development. Shraga Katz is a Venture Partner of Magma Venture Partners, a leading venture capital firm specializing in early-stage investments in communication, semiconductors, internet and media, and serves as director on the Board of Siverge Networks. Mr. Katz holds a B.Sc. from the Technion – Israel Institute of Technology and an M.B.A. from Tel Aviv University.



The Company also announced that effective November 13, 2008, Yossi Sela who served as a director since 1998 resigned from the board of directors. Mr. Sela has confirmed to the Company that his decision to resign did not result from, and there does not exist, any disagreement between him and the Company relating to the Company’s operations, policies or practices.

About Allot Communications Ltd.

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.


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

2