Mail Stop 0406
February 15, 2005
Ofer Segev
Chief Financial Officer
Attunity Inc.
40 Audubon Road
Wakefield, Massachusetts 01880
Re: Attunity Ltd.
Amended Form F-3 filed January 20, 2005
File No. 333-119157
Dear Mr. Segev:
We have reviewed the above-referenced filing and have the
following comments.
Legal Comments
Selling Shareholders, page 17
1. We note that you are providing information in the selling
shareholders table as of September 19, 2004. Please note that
Item
507 information needs to speak as of the most recent date
practicable.
Exhibits
2. Prior comment 5. We note your response that the One Software
Technologies agreement is not material to the Company within the
meaning of Item 601(b)(10) of Regulation S-K since it will neither
result in a decrease in the reported maintenance and consulting
revenues of the Company nor reduce materially the Company`s
operating
margin for this activity. Please advise as to whether you are
"substantially dependent" upon this contract within the meaning of
Item 601(b)(10)(ii)(B) of Regulation S-K.
3. We further note that on January 24, 2005, Attunity entered into
a
Securities Purchase Agreement for the sale of 727,272 of its
ordinary
shares and three year warrants, to purchase 290,909 shares at
$2.75
per share to new investors. It appears that this agreement should
be
filed pursuant to Item 501(b)(4)(v) of Regulation S-K. Please
advise. Also, please advise as to the manner in which you were
able
to secure these "new investors." We may have further comments.
Accounting Comments
4. We note your response to our prior comment number 6 from our
letter dated December 22, 2004. In your response you indicated
that
you began experiencing product development delays during the year
2001 and missed your expected product release date in the fourth
quarter of 2002. Supplementally, explain how you considered these
factors in assessing the realizability of capitalized development
costs for your BPI product as of each balance sheet date from
December 31, 2001 through the date the costs were written off. As
part of your response, provide copies of the cash flow models or
other analyses prepared in connection with each assessment.
Explain
how the assumptions used in subsequent evaluations compared to the
assumptions used at the time you began capitalizing costs in 2000.
Refer to SFAS 86, par. 10.
5. With respect to your BPI product, supplementally explain to us
why
you believe technological feasibility was reached in the second
quarter of 2000. As part of your response, describe the
activities
that had been completed by that time. Additionally, describe the
additional activities that required completion prior to the time
the
product was to be ready for general release. Tell us how the
actual
amount and timing of these additional activities, and their
related
costs, compared to projections prepared in connection with the
initial design activities. Finally, explain how your
determination
that technological feasibility had been established met the
requirements of SFAS 86, par. 4(a) and the definitions of "product
design" and "detail program design" provided in SFAS 86, Appendix
C.
6. For software development costs capitalized during 2002, 2003
and
2004, tell us the underlying products to which these costs were
attributable. Indicate the status, as of each balance sheet date
and
currently, of each of the products for which costs were
capitalized
during the three year period.
7. Supplementally, tell us whether the national office Ernst &
Young
has reviewed your accounting policies and procedures with respect
to
activities within the scope of SFAS 86. Address your policies
with
respect to the initial capitalization of costs and the subsequent
amortization and impairment testing of capitalized costs.
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
??
??
??
??
Attunity Ltd.
February 15, 2005
Page 3