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 April, 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



Attached hereto and incorporated by reference herein is Registrant’s press release dated April 27th, 2009 announcing Registrant’s first quarter financial results.

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: April 27th, 2009



FOR IMMEDIATE RELEASE

EARNINGS RELEASE

SILICOM REPORTS FINANCIAL
RESULTS FOR Q1 2009

– Positive Cash Flow of $0.9M Brings Cash and Equivalents to $40M –

        KFAR SAVA, Israel – April 27, 2009 – Silicom Ltd. (NASDAQ and TASE: SILC) today reported its financial results for the first quarter ended March 31, 2009.

        Revenues for the first quarter of 2009 were $5.0 million compared with $7.7 million for the first quarter of 2008. Net income for the quarter was $0.9 million, or $0.13 per share (basic and diluted), compared with $1.7 million, or $0.26 per share (basic and diluted), for the first quarter of 2008.

        As of March 31, 2009, the Company’s cash, cash equivalents and marketable securities totaled $40.1 million, an increase of $0.9 million compared with December 31, 2008.

        Commenting on the results, Shaike Orbach, President and CEO, said, “In the face of economic headwinds, we are pleased to have been able to deliver good bottom line performance and to generate additional cash of nearly $1 million, an achievement that demonstrates the efficiency of our operations and the attractiveness of our business model. The reduction in our sales is due entirely to today’s difficult market environment – especially the decision of two of our ‘10% customers’ to cut their inventories dramatically, leading them to reduce the volume of ongoing purchase orders in the short term as they draw down existing stocks. The fact that we have been able to compensate partially through sales to other customers confirms the importance of our large and diverse customer base, a key asset which remains intact despite today’s macro environment. The combination of this solid customer base, the long-term potential of our largest customers and our significant cash reserves represents a steady platform from which we are weathering the downturn and continuing to move forward.”



Conference Call Details:

Silicom’s Management will host an interactive conference today, April 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: 1 866 345 5855 (toll free)
UK: 0 800 404 8418 (toll free)
ISRAEL: 03 918 0609 (not 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 March 31,

2009
2008
 
Sales     $ 5,018   $ 7,703  
Cost of sales    3,078    4,445  


Gross profit    1,940    3,258  


   
Research and development costs    637    857  
Selling and marketing expenses    379    544  
General and administrative expenses    275    409  


Total operating expenses    1,291    1,810  


   
Operating income    649    1,448  
   
Financial income, net    344    247  


Income before income taxes    993    1,695  
Income tax expense (benefit)    126    (41 )


Net income   $ 867   $ 1,736  


   
Basic income per ordinary share   $ 0.13   $ 0.26  


   
Weighted average number of ordinary shares used  
to compute basic income per share (in thousands)    6,694    6,663  


   
Diluted income per ordinary share   $ 0.13   $ 0.26  


   
Weighted average number of ordinary shares used  
to compute diluted income per share (in  
thousands)    6,791    6,800  





Silicom Ltd. Consolidated Balance Sheets
(US$ thousands)

March 31,
2009

December 31,
2008

 
Assets            
   
Current assets   
Cash and cash equivalents   $ 19,440   $ 14,568  
Marketable securities    9,822    8,426  
Accounts receivables: Trade, net    4,415    4,849  
Accounts receivables: Other    294    353  
Inventories    5,371    5,269  
Deferred tax assets    181    210  


Total current assets     39,523    33,675  
   
Marketable securities     10,799    16,204  
Assets held for employees' severance benefits     962    1,066  
Deferred tax assets     214    234  
Property, plant and equipment, net     742    795  


   
Total assets    $ 52,240   $ 51,974  


   
Liabilities and shareholder's equity   
   
Current liabilities   
Trade accounts payable   $ 2,026   $ 2,681  
Other accounts payable and accrued expenses    2,120    2,054  


Total current liabilities     4,146    4,735  
   
Liability for employees' severance benefits     1,785    1,905  


   
Total liabilities     5,931    6,640  


   
Shareholders' equity   
Ordinary shares and additional paid-in capital    33,210    33,102  
Treasury shares    (38 )  (38 )
Retained earnings    13,137    12,270  


Total Shareholders' equity     46,309    45,334  


Total liabilities and shareholders equity    $ 52,240   $ 51,974