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 September 2016
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 ☒ 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 ☒
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
EXPLANATORY NOTE
Attached is a position statement received from IBIM2 Limited, who holds 361,720 ordinary shares (or approximately 1.1%) of Allot Communications Ltd. (the "Company"), and Mr. Jose Sancho Garcia and Ms. Maria del Pilar Thomas Rios, who jointly hold 314,382 ordinary shares of the Company (or approximately 0.95%), relating to the Company's Annual General Meeting of shareholders, scheduled to be held on September 13, 2016. These individuals are solely responsible for the content of their position statement, some of which is misleading. The Board of Directors rejects the assertions in this position statement and stands by its recommendations as set forth in the Company's Proxy Statement dated August 18, 2016, which is available at the website of the Securities and Exchange Commission at https://www.sec.gov/Archives/edgar/data/1365767/000117891316006209/exhibit_99-1.htm.
A copy of the shareholder position statement is attached to this Form 6-K as Exhibit 99.1.
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.
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Allot Communications Ltd.
By: /s/ Rael Kolevsohn
Rael Kolevsohn
VP Legal Affairs and General Counsel
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September 8, 2016
EXHIBIT INDEX
The following exhibit has been filed as part of this Form 6-K:
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Exhibit Number
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Description
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99.1
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Shareholder Position Statement
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Exhibit 99.1
| Allot Communications LTd. ("Allot") | September 2, 2016 |
| 22 Hanagar Street, |
-By Email and Fax-
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Neve Ne'eman Industrail Zone B,
Hod Hasharon
Israel
Re: Position Paper – Annual Meeting of Shareholders to be held on September 13th, 2016
Dear Sir/Madam,
Reference is hereby made to that certain 6-K filed by Allot on August 15th, 2016 and the exhibits attached thereto with respect to the Annual Meeting of Shareholders of Allot scheduled to be held on September 13th, 2016 (the "General Meeting").
Proposals 1, 3, 4, 5, 6, and 7 on the General Meeting's agenda (the "Relevant Proposals") all relate, in whole or in part, to the reelection and/or remuneration of Mr. Shraga Katz (Chairman of Allot) and/or Mr. Andrei Elefant (CEO of Allot), which included proposed granting of restricted stock units and the ability to grant bonuses.
We, the undersigned (beneficial owners of 676,102 ordinary shares of Allot, as detailed in Annex A attached hereto), hereby propose to vote "AGAINST" all of the Relevant Proposals, due to the following reasons, which are to the best of our knowledge and belief:
| 1. | Allot's poor performance, as detailed below, should mainly be attributed to its Chairman (Mr. Katz) and CEO (Mr. Elefant), who therefore should not be granted any additional compensation as proposed in the Relevant Proposals, which is customarily granted as a reward for success. |
| 2. | Deep Packet Inspection ("DPI"), the technological niche Allot operates in, is experiencing challenges due to two main reasons: (a) the large telecommunications providers (e.g. Ericsson, Nokia, Huawei and Cisco) are already including DPI's functionalities in their traditional equipment (routers/switches); and (b) today, over 50% of the global internet traffic is encrypted (such percentage in constantly increasing), which practically renders the DPI technology useless. |
| 3. | Allot's management are expected to deal with the said challenges, however, it is evident that they are far from doing so. Allot's core asset is the important installed base in telcos which are deteriorating rapidly, besides the approximately 116M$ in cash. |
| 4. | If we compare Allot to its competitors in the DPI niche it is clear that Allot has performed poorly: |
| (a) | Procera: In June 2015, Procera Networks has been acquired by Francisco Partners for an enterprise value of approximately 131M$, reflecting a revenue multiple of 1.6 times at the time of acquisition. |
| (b) | Sandvine: According to today's market price, Sandvine's enterprise value is approximately 230M$ with last twelve months sales of 130M$ reflecting a revenues multiple of 1.8 times. |
| (c) | Allot: As of today, Allot's enterprise value is approximately 59M$, with last twelve month sales of 94.7M$, reflecting a revenue multiple of only 0.6 times. |
In light of the above, Allot is worth about a third of any of Procera and Sandvine in revenue multiple terms.
Furthermore, Sandvine's current share price implies a year to date gain of +3% while Allot has lost -10% during the same period.
| 5. | Additional examples of poor management performance: |
| (1) | The most significant announcement made by Allot this year has been "Allot Service Gateway 9500 (SG-9500)", Whose sales have been clearly exceeded by the Sandvine "PTS 32000, Business Intelligence, Traffic Optimizations"; and |
| (2) | Allot acquired Optenet, a Spanish company, which was on the brink of bankruptcy at the time, and whose only product was internet parental control on legacy (technology which is over 10 years old). |
| 6. | Please note that our proposal to vote "AGAINST" the Relevant Proposals on the agenda, is due to (i) our objections to the performance of Mr. Katz and Mr. Elefant and (ii) the current situation of Allot resulting from such performance as detailed above. |
Sincerely,
IBIM2 LIMITED
Jose Sancho Garcia
Maria del Pilar Thomas Rios