6-K

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 July, 2009


SILICOM LTD.

(Translation of Registrant’s name into English)


8 Hanagar St., P.O.Box 2164, Kfar-Sava 44425, Israel

(Address of Principal Executive Offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes o No x



This report on Form 6-K is incorporated by reference into the Registrant’s Registration Statement on Form F-3, Registration Statement No. 333-143565. This report on Form 6-K is also incorporated by reference into all other effective registration statements filed by the Registrant under the Securities Act of 1933.



Signature

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.

SILICOM Ltd.
(Registrant)


By: /s/ Eran Gilad
——————————————
Eran Gilad
CFO

Dated: July 27th, 2009



FOR IMMEDIATE RELEASE

EARNINGS RELEASE

SILICOM REPORTS FINANCIAL
RESULTS FOR Q2 2009

– Continued Profitability & Strong Cash Flow Despite Difficult Markets –
– Signs Indicate a Return to Growth in H2 –

        KFAR SAVA, Israel – July 27, 2009 – Silicom Ltd. (NASDAQ and TASE: SILC) today reported its financial results for the second quarter and first six months ended June 30, 2009.

        Revenues for the second quarter of 2009 were $4.0 million, a decrease of 22% compared with $5.2 million in the second quarter of 2008. The reduction reflects the factors reported in the previous quarter, including the significant reduction in ongoing purchase orders received from our customers as a result of the difficult global IT market environment. Despite the lower sales, the Company delivered net income for the period of $256,000, or $0.04 per share (basic and diluted), compared with $323,000, or $0.05 per share (basic and diluted) for the second quarter of 2008.

        Revenues for the first half of 2009 were $9.1 million compared with $12.9 million for the first half of 2008. Net income for the six-month period was $1.1 million, or $0.16 per diluted share ($0.17 per basic share), compared with $2.1 million, or $0.30 per diluted share ($0.31 per basic share), for the first six months of 2008.

        As of June 30, 2009, the Company’s cash, cash equivalents and marketable securities totaled $41.1 million, up $1.1 million compared with the end of the first quarter of 2009, and up $1.9 million compared with the end of 2008.

        Commenting on the results, Shaike Orbach, President and CEO, said, “We are pleased to report another profitable quarter of cash generation and strategic progress despite the global economic challenges of the past year, and see a number of signs that point towards a return of our business to growth in the second half of the year and beyond.”



        Mr. Orbach continued, “We continue to be very optimistic regarding our long-term prospects, based primarily on three encouraging factors. First, the underlying trends that built our business over the past several years have not weakened during the market crisis of the last year – in fact, the industry has become even more reliant on servers and network appliances, implying an even greater need for our products. This assertion has been validated by our success in securing additional customers even during the downturn, and the fact that we have not lost a single customer of our 50+ customer base.

        “Second, the major customers that have been drawing down their inventories over the past few quarters are now nearing the depletion level of their stocks, a status that we expect to lead soon to a renewed flow of purchase orders.

        “Last but not least, we have recently introduced an exciting new product family that will take our portfolio to a whole new level, extending our offerings for existing customers, while – even more importantly – opening the door to promising new customers and market segments. Our SETAC SErver To Appliance Converter product line is based on a patent-pending concept that eliminates a painful trade-off currently faced by network appliance providers. We have already secured its first customer, and initial market feedback has been extremely encouraging. As such, we expect the SETAC to become a new driver for our long-term revenues, and, eventually, to allow us to offer full Network Appliance Platform products for the first time.”

        Mr. Orbach concluded, “Overall, we are proud of our continued profitability in today’s difficult reality, and look forward to a return to growth before the end of 2009.”

Conference Call Details:

Silicom’s Management will host an interactive conference today, July 27th, at 9am EDT (6am Pacific Time, 4pm Israel Time) to review and discuss the results. To participate, please call one of the following numbers approximately 10 minutes before that time.

US: 1 888 668 9141 (toll free)
ISRAEL: 03 918 0609 (not toll free)
UK: 0 800 917 5108 (toll free)
INTERNATIONAL: +972 3 918 0609 (not toll free)

        The call will also be broadcast live over the web, through a link accessible from Silicom’s website prior to the call. For those unable to listen to the live call, a replay of the call will be available for three months from the day after the call under the investor relations section of Silicom’s website, at: www.silicom.co.il



About Silicom

Silicom Ltd. is an industry-leading provider of high-performance server/appliances networking solutions. The Company’s flagship products include a variety of multi-port Gigabit Ethernet, copper and fiber-optic, server adapters and innovative BYPASS adapters designed to increase throughput and availability of server-based systems, WAN Optimization and security appliances and other mission-critical gateway applications. For more information, please visit: www.silicom.co.il.

Statements in this press release which are not historical data are forward-looking statements which involve known and unknown risks, uncertainties, or other factors not under the Company’s control, which may cause actual results, performance, or achievements of the Company to be materially different from the results, performance, or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company’s periodic filings with the Securities and Exchange Commission. The Company disclaims any duty to update such statements.

Company Contact: Investor relations contact:
Eran Gilad, CFO Kenny Green / Ehud Helft
Silicom Ltd. GK Investor Relations
Tel: +972-9-764-4555 Tel: 1-646-201-9246
E-mail: erang@silicom.co.il E-mail : info@gkir.com

– FINANCIAL TABLES FOLLOW –



Silicom Ltd. Consolidated
Statements of Income

(US$ thousands, except for share and per share data)

Three-month period
ended June 30,
Six-month period
ended June 30,
2009
2008
2009
2008
 
Sales     $ 4,048   $ 5,172   $ 9,066   $ 12,875  
Cost of sales     2,438    3,196     5,516    7,641  




Gross profit     1,610    1,976     3,550    5,234  




   
Research and development costs     698    827     1,335    1,684  
Selling and marketing expenses     443    629     822    1,173  
General and administrative expenses     317    382     592    791  




Total operating expenses     1,458    1,838     2,749    3,648  




   
Operating income     152    138     801    1,586  
   
Financial income, net     192    262     536    509  




Income before income taxes     344    400     1,337    2,095  
Income tax expense     88    77     214    36  




Net income   $ 256   $ 323     1,123    2,059  




   
Basic income per ordinary share   $ 0.04   $ 0.05   $ 0.17   $ 0.31  




   
Weighted average number of ordinary shares  
used to compute basic income per share (in  
thousands)     6,696    6,688     6,695    6,676  




   
Diluted income per ordinary share   $ 0.04   $ 0.05   $ 0.16   $ 0.30  




Weighted average number of ordinary shares  
used to compute diluted income per share (in  
thousands)     6,840    6,770     6,818    6,777  







Silicom Ltd. Consolidated Balance Sheets
(US$ thousands)

June 30,
2009

December 31,
2008

 
Assets            
   
Current assets   
Cash and cash equivalents   $ 13,641   $ 14,568  
Marketable securities    8,908    8,426  
Accounts receivables: Trade, net    4,063    4,849  
Accounts receivables: Other    250    353  
Inventories    4,880    5,269  
Deferred tax assets    192    210  


Total current assets     31,934    33,675  
   
Marketable securities     18,597    16,204  
Assets held for employees' severance benefits     1,043    1,066  
Deferred tax assets     169    234  
Property, plant and equipment, net     673    795  


   
Total assets    $ 52,416   $ 51,974  


   
Liabilities and shareholder's equity   
   
Current liabilities   
Trade accounts payable   $ 1,586   $ 2,681  
Other accounts payable and accrued expenses    2,255    2,054  


Total current liabilities     3,841    4,735  
   
Liability for employees' severance benefits     1,892    1,905  


   
Total liabilities     5,733    6,640  


   
Shareholders' equity   
Ordinary shares and additional paid-in capital    33,328    33,102  
Treasury shares    (38 )  (38 )
Retained earnings    13,393    12,270  


Total Shareholders' equity     46,683    45,334  


Total liabilities and shareholders equity    $ 52,416   $ 51,974