UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ OR o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report _________ Commission file number 0-30324 RADWARE LTD. (Exact name of registrant as specified in its charter) Israel (Jurisdiction of incorporation or organization) 22 Raoul Wallenberg Street, Tel Aviv 69710, Israel (Address of principal executive offices) Gadi Meroz, Adv. General Counsel Tel. +972-3-7668666, Fax: +972-3-7668982 22 Raoul Wallenberg St., Tel Aviv 69710, Israel (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Ordinary Shares, The Nasdaq Stock Market LLC NIS 0.1 par value per share Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report (December 31, 2012): 22,185,452 Ordinary Shares, NIS 0.1 par value per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. oYes ⌧ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. oYes ⌧ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧ Yes o No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ⌧Yes o No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer o Accelerated Filer ⌧ Non-Accelerated Filer o Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ⌧ U.S. GAAP o International Financial Reporting Standards as issued by the International Accounting Standards Board o Other If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow: o Item 17 o Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes ⌧ No 2 INTRODUCTION Unless the context otherwise requires, all references in this annual report to: • “we,” “us,” “our,” the “Company,” and “Radware” are to Radware Ltd. and its subsidiaries; • “ordinary shares” are to our Ordinary Shares, par value NIS 0.1 per share; • “Companies Law” or the “Israeli Companies Law” are to the Israeli Companies Law, 5759-1999, as amended; • the “SEC” are to the U.S. Securities and Exchange Commission; • “U.S. GAAP” are to generally accepted accounting principles in the United States; • “NASDAQ” are to the NASDAQ Global Market (formerly, the Nasdaq National Market); • “dollars”, “$” or "US $" are to U.S. dollars; and • “NIS” or “shekels” are to New Israeli Shekels. We have registered trademarks for, among others, “Radware®”, “APSolute®”, “Web Server Director®”, “FireProof®”, “LinkProof®”, “Triangulation®”, “Smart Nat®”, “DefensePro®”, “StringMatch Engine®”, “CID®”, “CID – Content Inspection Director®”, “SIPDirector®”, “AppDirector®”, “AppXcel®”, “AppXML®”, “SecureFlow®”, “OnDemand Switch®”, “AppWall®”, “Apsolute Insite®”, “APSolute Vision®”, “vAdapter®”, VADI®, “Alteon®” and “ALTEON VA®” , and we have trademark applications pending for, among others, “Virtual Director™”,“vDirect™”, “ADC Fabric™”, “Radware ADC Fabric™”, “FastView™”, “AppShape™”, “TeraVIP™”, “DefensePipe™” and “DefenseFlow™”. Unless the context otherwise indicates, all other trademarks and trade names appearing in this annual report are owned by their respective holders. Our consolidated financial statements appearing in this annual report are prepared in dollars and in accordance with U.S. GAAP, and are audited in accordance with the standards of the Public Company Accounting Oversight Board in the United States. On March 28, 2013, we announced that we will effect a two-for-one forward split of our ordinary shares, and accordingly the par value of our ordinary shares will be changed from NIS 0.1 to NIS 0.05 per share. The stock split is expected to become effective on April 12, 2013. All ordinary share, option and per share amounts as well as stock prices in this annual report are before the split and, consequently, do not take it into account. On March 10, 2013, the exchange rate between the NIS and the dollar, as quoted by the Bank of Israel, was NIS 3.69 to $1.00. Unless the context otherwise indicates, statements in this annual report that provide the dollar equivalent of NIS amounts or provide the NIS equivalent of dollar amounts are based on such exchange rate. Statements made in this annual report concerning the contents of any contract, agreement or other document are summaries of such contracts, agreements or documents and are not complete descriptions of all of their terms. If we filed any of these documents as an exhibit to this annual report or to any registration statement or annual report that we previously filed, you may read the document itself for a complete description of its terms, and the summary included herein is qualified by reference to the full text of the document which is incorporated by reference into this annual report. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Except for the historical information contained herein, the statements contained in this annual report are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our business, financial condition and results of operations. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including all the risks discussed in “Risk Factors” and elsewhere in this annual report. 3 We urge you to consider that statements which use the terms “believe,” “do not believe,” “expect,” “plan,” “intend,” “estimate,” “anticipate,” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements appear in Item 3.D “Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” as well as elsewhere in this annual report. These statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties, including those discussed under Item 3.D “Risk Factors” and in our other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 4 Table of Contents PART I 7 ITEM 1. Identity of Directors, Senior Management and AdvisErs 7 ITEM 2. Offer Statistics and Expected Timetable 7 ITEM 3. Key Information 8 A. Selected Financial Data 8 B. Capitalization and Indebtedness 9 C. Reasons for the Offer and Use of Proceeds 9 D. Risk Factors 9 ITEM 4. Information on the Company 23 A. History and Development of the Company 23 B. Business Overview 23 C. Organizational Structure 33 D. Property, Plants and Equipment 34 ITEM 4A. UNRESOLVED STAFF COMMENTS 34 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 35 A. Operating Results 35 B. Liquidity and Capital Resources 47 C. Research and Development, Patents and Licenses, etc. 49 D. Trend Information 49 E. Off-Balance Sheet Arrangements 49 F. Tabular Disclosure of Contractual Obligations 49 ITEM 6. Directors, Senior Management and Employees 50 A. Directors and Senior Management 50 B. Compensation 52 C. Board Practices 54 D. Employees 59 E. Share Ownership 60 Item 7. Major Shareholders and Related Party Transactions 63 A. Major Shareholders 63 B. Related Party Transactions 64 C. Interests of Experts and Counsel 66 Item 8. Financial Information 66 A. Consolidated Statements and other Financial Information 66 5 Legal Proceedings 66 B. Significant Changes 67 Item 9. The Offer and Listing 68 A. Offer and Listing Details 68 B. Plan of Distribution 69 C. Markets 69 D. Selling Shareholders 69 E. Dilution 69 F.