Mail Stop 0406
December 22, 2004
Ofer Segev
Chief Financial Officer
Attunity Inc.
40 Audubon Road
Wakefield, Massachusetts 01880
Re: Attunity Ltd.
Amended Form F-3 filed November 22, 2004
File No. 333-119157
Dear Mr. Segev:
We continue to conduct a full financial review of your
amended
Form F-3, and to limit our legal review of the above captioned
registration statement to matters concerning your risk factors and
selling shareholder disclosure. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. Please file an amended Form F-3
that
responds to the applicable comments. After reviewing this
information, we may or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.
Legal Comments
Risk Factors, page 5
1. Update your risk factor disclosure, including for example "We
have
a history of operating losses. . ." to include results from the
period ended September 30, 2004.
Selling shareholders, page 17
2. Prior comment 2. We note you identify Mr. Gary L. Furham as
"principally responsible" for voting and dispositive powers with
respect to the shares held by GF Capital Management and Advisors
(emphasis added). Similarly, you identify Austin W. Marxe and
David
M. Greenhouse as "principally responsible" for the selection,
acquisition and disposition of the portfolio securities by each
investment advisor on behalf of its fund (emphasis added). This
disclosure is ambiguous in that it is not clear whether these
individuals share voting and/or dispositive powers with other
individuals. Please advise and revise your disclosure to clarify.
3. Prior comment 3. We note your disclosure that the convertible
promissory notes issued on March 22, 2004, bear interest at the
rate
of 5% per annum, payable semi-annually, convertible at any time
after
issuance, in whole or in part, into your ordinary shares. Please
advise as to whether the investors maintain discretion in electing
whether to convert their interest payments into shares. We may
have
further comments based upon your response.
4. Prior comment 4. We note your response that GF Capital
Management
Advisors, LLC has informed the Company that it is an affiliate of
a
registered broker-dealer and that it acquired its ordinary shares,
and its securities exercisable or convertible into ordinary
shares,
that are being registered under the Registration Statement, in the
ordinary course of business and that at the time it purchased such
shares and securities it did not have any agreements, plans or
understandings, directly or indirectly, with any person to
distribute
the shares or securities. Please include this representation in
your
disclosure.
Exhibits
5. Please advise as to what consideration you gave to filing as
exhibits your outsourcing agreement with One Software
Technologies,
your agreement with Business Objects to deliver real-time business
intelligence and your agreement with Microsoft to support real-
time
data integration and business intelligence pursuant to Item
601(b)(10) of Regulation S-K, as referred to in Item 9 of Form F-
3.
We may have further comments, based upon your response.
Accounting Comments
6. We note your response to prior comment number 12 from our
letter
dated October 21, 2004. To help us understand your accounting for
costs incurred in connection with your BPI product, tell us the
following:
* When initial development activities were started;
* When technological feasibility was first established and you
began
capitalizing development costs;
* The amount of costs incurred, by quarter, from the beginning of
initial development activities through the time the software costs
were written off in the fourth quarter of 2003;
* The nature and specific purpose of development costs incurred,
by
quarter, before and after technological feasibility was
established;
* The date the product was initially expected to be available for
general release to customers, and;
* The reasons why the software was not available for general
release
as of the date you decided to write the software off.
7. We note that the amount of software development costs you
capitalized was virtually the same for the years ended December
31,
2003 and 2002, as well as for the nine month periods ended
September
30, 2003 and 2004. Supplementally, explain to us why this is the
case. As part of your response, tell us how the amounts
capitalized
were determined. Additionally, describe the nature and specific
purpose of the costs capitalized during each period.
Closing
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
*should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
*the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
*the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
Any questions should be directed to David Edgar at (202) 942-
2806 or Brad Skinner at (202) 942-1922. Questions regarding legal
issues should be directed to Loryn Zerner at (202) 942-1910. If
you
need additional assistance you may contact Tangela S. Richter at
(202) 942-1837 or me at (202) 942-1800.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: via facsimile: Steven J. Glusband, Esq.
Carter Ledyard & Milburn LLP
212-732-3232
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Attunity Ltd.
December 22, 2004
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