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
of the Securities Exchange Act of 1934
For the month of August 2012 (Report No. 5)
Commission File Number: 0-28724
ORCKIT COMMUNICATIONS LTD.
(Translation of registrant’s name into English)
126 Yigal Allon Street, Tel-Aviv 67443, 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_______
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): N/A
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): N/A
This Report on Form 6-K is hereby incorporated by reference into (i) the Registration Statements on Form F-3, Registration Nos. 333-160443, 333-164822, 333-165753, 333-166203 and 333-171438 of Orckit Communications Ltd. (the "Company"), and (ii) the Company’s Registration Statements on Form S-8, Registration Nos. 333-05670, 333-08824, 333-12178, 333-131991 and 333-164090.
CONTENTS
Orckit Communications Ltd. (OTCQB: ORCT) today reported results for the second quarter and six months ended June 30, 2012. The Company's unaudited condensed consolidated statements of operations and balance sheets are set forth below.
ORCKIT COMMUNICATIONS LTD. | |
CONSOLIDATED BALANCE SHEETS | |
(US$ in thousands) | |
| | | | | | |
| | June 30 | | | December 31 | |
| | 2012 | | | 2011 | |
ASSETS | | | | | | |
| | | | | | |
Current assets: | | | | | | |
Cash and short term marketable securities | | | $ 9,500 | | | | $ 23,188 | |
Restricted cash and short term marketable securities | | | 9,333 | | | | - | |
Trade receivables | | | 5,693 | | | | 6,482 | |
Other receivables | | | 1,927 | | | | 2,238 | |
Inventories | | | 4,177 | | | | 4,082 | |
| | ______ | | | ______ | |
Total current assets | | | 30,630 | | | | 35,990 | |
| | | | | | | | |
Severance pay fund | | | 3,298 | | | | 3,248 | |
Property and equipment, net | | | 779 | | | | 1,050 | |
Deferred issuance costs, net | | | - | | | | 34 | |
| | ______ | | | ______ | |
Total assets | | | $ 34,707 | | | | $ 40,322 | |
| | ====== | | | ====== | |
| | | | | | | | |
LIABILITIES NET OF CAPITAL DEFICIENCY | | | | | | | | |
| | | | | | | | |
Current liabilities: | | | | | | | | |
| | | | | | | | |
Trade payables | | | $ 3,169 | | | | 2,988 | |
Accrued expenses and other payables | | | 5,434 | | | | 6,178 | |
Deferred income | | | 1,524 | | | | 1,478 | |
| | | | | | | | |
Convertible subordinated notes, series A | | | 24,563 | | | | 24,908 | |
Adjustments due to convertible notes conversion terms | | | - | | | | (226 | ) |
Convertible subordinated notes series A, net | | | 24,563 | | | | 24,682 | |
| | ______ | | | ______ | |
Total current liabilities | | | 34,690 | | | | 35,326 | |
| | | | | | | | |
Long term liabilities : | | | | | | | | |
| | | | | | | | |
Convertible subordinated notes, series B | | | 3,651 | | | | 4,389 | |
Long-term loan from related parties | | | 400 | | | | - | |
Deferred income | | | 714 | | | | 778 | |
| | | | | | | | |
Accrued severance pay and other | | | 3,931 | | | | 3,944 | |
| | ______ | | | ______ | |
Total long term liabilities | | | 8,696 | | | | 9,111 | |
| | | | | | | | |
Total liabilities | | | 43,386 | | | | 44,437 | |
| | | | | | | | |
Capital deficiency | | | (8,679 | ) | | | (4,115 | ) |
| | ______ | | | ______ | |
Total liabilities net of capital deficiency | | | $ 34,707 | | | | $ 40,322 | |
| | ====== | | | ====== | |
| | | | | | | | | |
| ORCKIT COMMUNICATIONS LTD. |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| (US$ in thousands, except per share data) |
| | | | | | | | | |
| | Three Months Ended | | | Six Months Ended |
| | June 30 | | | June 30 |
| | 2012 | | 2011 | | | 2012 | | 2011 |
| | | | | | | | | |
Revenues | | $ 3,528 | | $ 4,970 | | $ | 6,769 | | $ 9,525 |
| | | | | | | | | |
Cost of revenues | | 1,451 | | 2,811 | | | 2,967 | | 5,531 |
| | ______ | | ______ | | | ______ | | ______ |
Gross profit | | 2,077 | | 2,159 | | | 3,802 | | 3,994 |
| | | | | | | | | |
Research and development expenses, net | | 1,765 | | 3,117 | | | 3,273 | | 6,133 |
| | | | | | | | | |
Selling, marketing, general and administrative expenses | | 2,712 | | 3,074 | | | 5,388 | | 7,194 |
| | ______ | | ______ | | | ______ | | ______ |
Total operating expenses | | 4,477 | | 6,191 | | | 8,661 | | 13,327 |
| | ______ | | ______ | | | ______ | | ______ |
Operating loss | | (2,400) | | (4,032) | | | (4,859) | | (9,333) |
| | | | | | | | | |
Financial expenses, net | | (455) | | (340) | | | (760) | | (707) |
Adjustments due to Series A and Series B convertible notes | | 596 | | (589) | | | (248) | | (941) |
Total financial income (expense), net | | 141 | | (929) | | | (1,008) | | (1,648) |
| | ______ | | ______ | | | ______ | | ______ |
| | | | | | | | | |
Net loss | | $ (2,259) | | $ (4,961) | | $ | (5,867) | | $ (10,981) |
| | ====== | | ====== | | | ====== | | ====== |
Net loss per share - basic | | $ (0.10) | | $ (0.22) | | $ | (0.26) | | $ (0.49) |
| | ====== | | ====== | | | ====== | | ====== |
Net loss per share - diluted | | $ (0.12) | | $ (0.22) | | $ | (0.26) | | $ (0.49) |
| | ====== | | ====== | | | ====== | | ====== |
Weighted average number of shares outstanding – basic | | 22,769 | | 22,732 | | | 22,767 | | 22,624 |
| | ====== | | ====== | | | ====== | | ====== |
Weighted average number of shares outstanding – diluted | | 27,133 | | 22,732 | | | 22,767 | | 22,624 |
| | ====== | | ====== | | | ====== | | ====== |
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.
ORCKIT COMMUNICATIONS LTD.
Date: August 29, 2012 By: /s/ Izhak Tamir
Izhak Tamir
President