Cimatron (CIMT) 20-F/A 2005 FY Annual report (foreign) (amended)

FORM 20-F/A
(Amendment No. 1)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934;

OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005;

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ___________

For the fiscal year ended December 31, 2005 Commission File Number: 000-27974

CIMATRON LTD.
(Exact name of Registrant as specified in its charter and translation of Registrant’s name into English)

Israel
(Jurisdiction of incorporation or organization)

11 Gush Etzion St., Givat Shmuel 54030, Israel
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Ordinary Shares, nominal value 0.10 New Israeli Shekel per share
(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:

8,001,270 Ordinary Shares

        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:

Yesx Noo

Indicate by check mark which financial statements the registrant has elected to follow:

Item 17o Item 18x

EXPLANATORY NOTE

        This Amendment No. 1 to the Annual Report on Form 20-F of Cimatron Ltd. (“Cimatron”) is being filed with the Securities and Exchange Commission (the “Commission”) for the sole purpose of incorporating the opinions and consents of the Independent Registered Public Accounting Firms of Grant Thornton LLP and Grant Thornton GmbH, who were involved in the preparation of financial results for certain of Cimatron’s subsidiaries up to and including 2003, in Cimatron’s Annual Report, filed with the Commission on June 29, 2006. Following are the opinions and consents of the Independent Registered Public Accounting Firms of Grant Thornton LLP and Grant Thornton GmbH.

Item 19. Exhibits

1.1 Amended and Restated Articles of Association.*

4.1 Services Agreement with Koonras Technologies Ltd. and DBSI Investments Ltd., as assigned to them by Zeevi Computers and Technology Ltd.*

4.2 Letter of Agreement with Microsystem Srl and all the shareholders of Microsystem Srl dated May 24, 2005, including the First Call Option Agreement, the Second Call Option Agreement, and the Put Option Agreement, and the Shareholders Agreement, all dated July 1, 2005 with Microsystem Srl and all the shareholders of Microsystem Srl.**

8.1 List of subsidiaries.**

12.1 Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a)

12.2 Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a)

13 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.**

14.1 Consent of Independent Public Accountants.

* Incorporated by reference to our Registration Statement on Form F-1, File No. 333-1484, as amended, filed with the Securities and Exchange Commission on February 16, 1996.

** Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended December 31, 2005, filed June 29, 2006 (File No. 0-27974).

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the annual report on its behalf.

CIMATRON LTD.


By: /s/ Dan Haran
——————————————
Dan Haran
President and Chief Executive Officer

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Report of Independent Registered Public Accounting Firm

To the Shareholder of
Cimatron Technologies, Inc.

We have audited the accompanying statements of operations, shareholder’s deficit, and cash flows of Cimatron Technologies, Inc. for the year ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Cimatron Technologies, Inc. for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Southfield, Michigan
January 9, 2004

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Report of Independent Registered Public Accounting Firm

To the Shareholder of Cimatron
Technologies, Inc.

We have audited the accompanying statements of operations, shareholder’s deficit, and cash flows of Cimatron Technologies, Inc. (a Michigan corporation) for the year ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Cimatron Technologies, Inc. for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Southfield, Michigan
January 9, 2004

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Independent Auditor’s Report
to the Shareholder of Cimatron GmbH

We have reviewed the accompanying balance sheet of “Cimatron GmbH” (the “Company”) as of December 31, 2003 and the related statements of income, changes in shareholder’s equity and cash flows for the twelve months peroid then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our limited review as of December 31, 2003

We conducted our review in accordance with United States generally accepted standards. Those standards require that we plan and perform the review to obtain reasonable assurance about whether the financial statements are free of material misstatement. A review includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. A review also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our review provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Cimatron GmbH as of December 31, 2003 and the results of its operations and its cash flows for the period then ended in conformity with generally accepted accounting principles in the United States.

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Without qualifying our opinion above, we draw attention to the company’s net equity position. The company is overindebted based on book values in the amount of € 1.410.478,00 (US-$ 1.782.209,49). To avoid filing for insolvency procedures the parent company expressed a letter of subordination in the amount of € 1.600.000. The parent company agreed that from their receivables as at December 31, 2003 a partial amount of € 1.600.000 shall rank behind all other creditors of Cimatron GmbH. Any portion of a claim so subordinated shall only be paid out of a surplus from future profits, a future liquidation surplus or, after overcoming the crisis, a net worth exceeding the other debts. However, the explanation provided show that it is not impossible that the business operations will be maintained in the longer term. As a consequence, the accounting principles applied are based on the assumption that the company will be able to continue as a going concern.

Wiesbaden/Germany, February 6, 2004

Grant Thornton GmbH
Wirtschaftsprüfungsgesellschaft
A. Groß		R. Binder
Wirtschaftsprüferin		Wirtschaftsprūfer

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