20-F 1 zk96872.htm 20-F


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 20-F

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report.............................

For the transition period from ____________ to ______________

Commission file number 000-27974

CIMATRON LTD.
(Exact name of Registrant as specified in its charter)

Israel
(Jurisdiction of incorporation or organization)

11 Gush Etzion St.,
Givat Shmuel 54030, Israel
(Address of principal executive offices)

Ilan Erez
11 Gush Etzion St.,
Givat Shmuel 54030, Israel
Telephone +972-3-531-2060
Facsimile: +972-3-531-2097
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: NONE

Securities registered or to be registered pursuant to Section 12(g) of the Act: Ordinary Shares, par value
NIS 0.10 per share

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the Annual Report:

9,246,876 Ordinary Shares, par value NIS 0.10 per share

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232,405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer: o Accelerated filer: o Non-accelerated filer: x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


x U.S. GAAP	o International Financial Reporting Standards as issued	o Other
	by the International Accounting Standards Board

Indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17 x Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

Table Of Contents

PART I






ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	4

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	4

ITEM 3.	KEY INFORMATION	4

ITEM 4.	INFORMATION ON THE COMPANY	19

ITEM 4A.	UNRESOLVED STAFF COMMENTS	35

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	35

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	52

ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	63

ITEM 8.	FINANCIAL INFORMATION	67

ITEM 9.	THE OFFER AND LISTING	68

ITEM 10.	ADDITIONAL INFORMATION	69

ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	86

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	88

PART II






ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	88

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
	AND USE OF PROCEEDS	88

ITEM 15T.	CONTROLS AND PROCEDURES	88

ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	89

ITEM 16B.	CODE OF ETHICS	89

ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	90

ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	91

ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	91

ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	91

ITEM 16G.	CORPORATE GOVERNANCE	92

PART III






ITEM 17.	FINANCIAL STATEMENTS	92

ITEM 18.	FINANCIAL STATEMENTS	92

ITEM 19.	EXHIBITS	92

SIGNATURES		92

PART I

Item 1

Identity of Directors, Senior Management and Advisers.

Not Applicable

Item 2

Offer Statistics and Expected Timetable.

Not Applicable

Item 3

Key Information.

Selected Financial Data

Our historical consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and are presented in U.S. dollars. The selected historical consolidated financial information as of December 31, 2007 and 2008 and for each of the three years ended December 31, 2006, 2007 and 2008 have been derived from, and should be read in conjunction with, the consolidated financial statements of Cimatron Ltd. and notes thereto appearing elsewhere in this annual report. The selected financial data as of December 31, 2004, 2005 and 2006 and for each of the years ended December 31, 2004 and 2005 have been derived from the audited financial statements of Cimatron Ltd. not included in this annual report.

The information presented below is qualified by the more detailed historical consolidated financial statements set forth in this annual report, and should be read in conjunction with those consolidated financial statements, the notes thereto and the discussion under Item 5 - Operating and Financial Review and Prospects - included elsewhere in this annual report.

	December 31,
	2004			2005			2006			2007			2008
	(In thousands of US$, except per share data)


Statement of Income Data:
Revenue:

Products		11,370			8,968			9,642			14,331			20,066
Services		11,793			11,957			11,817			14,309			20,909

Total		23,163			20,925			21,459			28,640			40,975

Cost of revenue:
Products		2,923			3,367			2,154			3,867			5,725
Services		1,678			1,568			1,469			1,573			2,044

Total		4,601			4,935			3,623			5,440			7,769

Gross profit		18,562			15,990			17,836			23,200			33,206
Research and development costs, net		5,554			4,815			4,426			4,281			6,930
Selling, general and administrative expenses		13,962			15,650			13,362			17,243			25,750

Operating profit (loss)		(954	)		(4,475	)		48			1,676			526
Financial income (expenses), net		445			(148	)		574			353			(80	)
Other income (expenses)		144			1			(5	)		(3	)		-

Income (loss) before taxes		(365	)		(4,622	)		617			2,026			446
Taxes on income		(23	)		(2	)		(27	)		-			237

Income (loss) after income taxes		(388	)		(4,624	)		590			2,026			683

Company's equity in results of
affiliated company		-			(5	)		(105	)		(52	)		-
Minority interest in results
of subsidiary		-			36			29			(51	)		41

Net income (loss)		(388	)		(4,593	)		514			1,923			724

Net income (loss) per share		(0.05	)		(0.59	)		0.07			0.24			0.08
Weighted average number of
shares outstanding		7,835			7,835			7,835			7,866			9,341

	December 31,
	2004		2005		2006		2007		2008
	(In thousands of US$)


Balance Sheet Data
Cash and cash equivalents		1,711		2,708		5,597		9,026		5,727
Short-term investments		6,381		2,167		-		-		-

Total cash, cash equivalents
and short-term investments		8,092		4,875		5,597		9,026		5,727
Working capital		10,306		4,328		5,342		6,121		3,816
Total assets		20,804		16,442		17,907		27,327		33,870
Total liabilities.		7,956		8,456		9,062		16,357		17,667
Shareholders' equity		12,848		7,982		8,845		10,970		16,203

Risk Factors

This annual report and statements that we may make from time to time may contain forward-looking information. There can be no assurance that actual results will not differ materially from our expectations, statements or projections. Factors that could cause actual results to differ from our expectations, statements or projections include the risks and uncertainties relating to our business described below. The risks described below are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operations.

Risks Related to our Business

We face intensive competition in our industry.

The CAD/CAM software industry, characterized by rapid advances in technology and changing customer requirements, is highly competitive. We design, develop, manufacture, market and support a family of modular, high performance, fully integrated, computer-aided design/computer aided manufacturing, or CAD/CAM, software products. Traditionally, our competitors in the CAD/CAM market are at both the high and low end of the market. The lower end of the market consists of dedicated Numerical Control, or NC, programming systems offerings, which have limited or no modeling capability, while the high end of the market, including our Cimatron E and GibbsCAM product families, consists of integrated CAD/CAM systems, Mill/Turn and Multi Task Machining software. Many high-end market products are roughly similar to our Cimatron E product.

As the CAD/CAM software industry is highly fragmented and characterized by many relatively small and privately owned companies, we face competition from numerous companies in relation to all of our products. In addition, some of our competitors are more established, benefit from greater market recognition and have greater financial, production and marketing resources than us. We believe that, due to the large number of companies that operate in this market, we do not have a single major competitor or a group of competitors. The principal factors permitting our products to compete successfully against our competitors’ products are:

—	the compatibility of our products with other software applications and existing and emerging industry standards;

—	our ongoing product and feature development;

—	the offering of unique innovative products to the tooling industry;

—	the level of our product breadth and integration;

—	the technical expertise and support that we provide;

—	the flexibility of our products;

—	the reputation we maintain among certain independent distributors of our products, to which we refer as Providers; and

—	the relatively low overall price and total cost of ownership of our products combined with the high-end capabilities of our products.

Although we believe that the attributes of our products provide us with a competitive advantage over our competitors, there can be no assurance that the marketplace will consider Cimatron E and/or GibbsCAM to be superior to existing competing products. In addition, new competitors may arise in each of the markets in which we currently operate. Furthermore, as we enter new geographic markets, we may encounter significant competition from companies that are more established in such markets. Accordingly, there can be no assurance that our existing or future products will successfully compete against our competitors’ products.

We are heavily reliant on the sale of two families of products.

Sales and services related to the Cimatron E product family have historically accounted for substantially all of our revenue. While we have introduced the GibbsCAM product family following our merger with Gibbs System,Inc. (“Gibbs”), if sales of the Cimatron E family and/or the GibbsCAM family were to decline, or fail to grow, or the profit margin on these products were to decrease significantly, our business, financial condition and results of operations would be materially and adversely affected.

Our business depends significantly upon sales by our customers of products in the consumer market. This market is extremely competitive and is highly susceptible to fluctuations in demand.

Our products are designed for use by manufacturers of consumer products or consumer product components. The consumer products market is intensely competitive and price sensitive. Sales of consumer products have historically been dependent upon discretionary spending by consumers. Consumers may defer or alter purchasing decisions based on economic conditions or other factors, and accordingly could cause a reduction in demand for products manufactured by our customers. Softening consumer demand for consumer products has in the past caused a decline in the demand for our products. Current global economic conditions, especially inflation and the credit crisis in the U.S., may cause a decrease in demand for our products in the near term and possibly longer. Any softening in demand for consumer products could cause uncertainty with respect to our expected revenues or adversely affect our revenues and operating results.

Unfavorable economic and market conditions and reduced consumer spending may lead to a decreased demand for our products and services and may harm our business, financial condition and results of operations.

We are subject to the effects of global, economic and market conditions. Many of the world’s largest economies and financial institutions are currently experiencing a reduction in economic activity, decline in asset prices, liquidity problems and limited availability of credit. Prevailing global and U.S. macroeconomic conditions such as inflation and the weakening of the U.S. dollar in relation to many world currencies which make it more expensive to import consumer products into the U.S., as well as changes in microeconomic conditions such as tightening of local credit markets which could negatively impact the ability of manufacturers to obtain growth and working capital from local lenders, may negatively impact our enterprise business.To the extent that our business suffers as a result of such unfavorable economic and market conditions, our operating results may be materially adversely affected.

The crisis in world credit markets has had a particularly severe impact on financing in the manufacturing sector in which many of our customers operate and thereby threatens a continued reduction in our primary source of revenues.

The primary consumers for our products and services are typically small to medium-sized companies involved in the mechanical engineering and manufacturing industry, subcontractors that supply major corporations within the core mechanical engineering and manufacturing industry and departments or divisions within these major corporations. The manufacturing industry has been particularly hard-hit by the global credit crisis, as manufacturers have found it very difficult to obtain the financing that they need in order to make capital expenditures for new hardware to be used in their operations. Because of the lack of financing for new hardware, manufacturers have had, and may continue to have, lesser demand for our software products and services, which are compatible with, and dependent upon, such hardware. This rippling effect has begun to have, and could continue to have, a material adverse effect on our primary source of revenues, thereby impacting our operating results and overall financial condition in a material, negative manner.

One of our shareholders beneficially owns a substantial amount of our Ordinary Shares and may therefore influence our affairs.

DBSI Investments Ltd. or DBSI, beneficially owns approximately 46.6% of our share capital. Accordingly, subject to applicable limitations imposed by US securities laws and regulations and the Israeli Companies Law, DBSI effectively has the ability to control the outcome of most matters submitted to a vote of our shareholders, including the election of members of our board of directors and approval of significant corporate transactions (except for transactions with respect to which DBSI is deemed to possess a personal interest). The concentration of ownership of our Ordinary Shares by DBSI could delay or prevent proxy contests, mergers, tender offers, open-market purchase programs or other purchases of our Ordinary Shares that might otherwise give you the opportunity to realize a premium over the then-prevailing market price of our Ordinary Shares. This concentration of ownership may also adversely affect our share price, especially if this shareholder sells substantial amounts of our Ordinary Shares under its registration rights. See “Item 7. Major Shareholders and Related Party Transactions” for additional details.

Integration of recent acquisitions and any future acquisitions of companies or technologies may distract our management and disrupt our business. In addition, the issuance by us of securities as consideration payable in such acquisitions could be dilutive to our existing shareholders.

One of our strategies is to acquire or make investments in complementary businesses, technologies, services or products if appropriate opportunities arise. For instance, in July 2005 we initiated the acquisition of our Italian distributor by acquiring 27.5% of the shares of it, along with an option to purchase the remaining outstanding shares of that company from its stockholders. In July 2007 we exercised our option to increase our holdings in our Italian distributor to 51%, and in July 2008, we completed our acquisition of the distributor by exercising our option to acquire the remaining 49% of its stock. During August 2006, we acquired the remaining 69.83% of the outstanding shares of our Korean provider, which thereafter became a wholly owned subsidiary. In January 2008 we completed the merger of Gibbs into a wholly owned subsidiary – Cimatron Gibbs LLC. As consideration in the merger with Gibbs, we paid cash in the amount of approximately $5 million and we issued 1,500,000 of our Ordinary Shares, which represent approximately 16% of our issued and outstanding share capital. See “Item 5. Operating and Financial Review and Prospects – Overview” for additional details. We may in the future engage in discussions and negotiations with companies about our acquiring or investing in those companies’ businesses, products, services or technologies. We cannot give assurances that we will be able to identify future suitable acquisition or investment candidates, or, if we do identify suitable candidates, that we will be able to make the acquisitions or investments on commercially acceptable terms or at all. In addition, in the context of our merger with Gibbs or any future acquisition or investment in another company, we could experience difficulties assimilating that company’s personnel, operations, technology or products and service offerings into our own or in retaining and motivating key personnel from these businesses. Any such difficulties could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations. Furthermore we cannot provide assurance that we will realize the benefits and/or synergies of any business combination with another company. In addition, we may incur indebtedness or dilute our existing shareholders by issuing equity securities to pay for any future acquisitions.

We are subject to several risks as a result of our international sales.

To date, our products have been sold primarily in Europe, the Far East, North America and Israel. We expect that international sales will continue to represent a substantial portion of our business. Companies that engage in international sales are subject to a number of risks, such as:

—	agreements may be difficult to enforce through a foreign company's legal system;

—	foreign countries could impose additional withholding or other taxes on our income;

—	foreign countries could impose tariffs or adopt other restrictions on foreign trade;

—	fluctuations in exchange rates;

—	changes in general economic conditions in one or more countries could affect product demand;

—	the protection of intellectual property rights in foreign countries may be limited or more difficult to enforce; and

—	difficulties in managing overseas subsidiaries and international operations, including difficulty in retaining or replacing local management.

There can be no assurance that these and similar factors will not have a material adverse effect on our future international sales and, consequently, on our business, future prospects and results of operations.

Many customers of the CAD/CAM industry have migrated their operations to the Far East. In order to remain competitive in the industry, we need to penetrate the Far East markets; operation in these markets subjects us to specific risks.

Many mold, tool, die and fixture makers have migrated or intend to migrate their operations to markets in the Far East, such as China, in order to take advantage of the relatively lower cost of labor available in those markets for their manufacturing activities. We anticipate that this migration will continue. In order to continue to compete in the CAD/CAM software industry, we will need to increase our penetration of these markets. Many of those markets, including China, are characterized by lower prices and by higher usage of pirated copies of software products. While those markets are also often much larger than a number of our traditional markets in Europe, to the extent that we cannot offset the effects of lower prices and higher incidents of pirated software usage, our revenues and profitability may be materially adversely affected.

We are reliant upon independent distributors to market and support our products.

We rely on independent distributors, to whom we refer as Providers, to market, sell, service and support our products worldwide. Generally, our relationships with our Providers are based on agreements with two-year terms (subject to rolling two-year extensions) and which enable Providers to purchase our products at a discounted price. While we have exclusive relationships with certain of our Providers, there can be no assurance that these Providers will give high priority to the marketing and support of our products. The results of our operations could be adversely affected by changes in the financial condition of a Provider, which could occur rapidly, or to other changes in our current Providers’ business or marketing strategies. There can be no assurance that we will retain our current Providers, nor can there be any assurance that, in the event that we lose any of our Providers, we will be successful in recruiting other highly professional and technically competent Providers to represent us. Any such changes in our distribution channels, especially those in the Far East and Europe, could materially adversely affect our business, operating results and financial condition. Whereas most of Gibbs’ total revenues in 2008 resulted from sales made by Gibbs’ independent distributors, whom we refer to as Resellers, the merger with Gibbs has increased our reliance on independent distributors. See “Item 4 – Information on the Company – Business Overview.”

Volatility in oil prices may significantly impact our customers’ costs of operations, which could cause unpredictable sales patterns for us by affecting demand for our products.

Many of our customers use oil-based products as an integral part of their manufacturing processes, including as components of their products. Volatility in the cost of crude oil, which is subject to many economic and political factors that are beyond our customers’ control, has resulted in substantial global fluctuations in the price of oil-based products in the last couple of years. These fluctuations have caused and may continue to cause periodic increases or decreases in the operating expenses of our customers. To the extent that these customers accordingly increase or decrease their prices, demand for their products may fall or rise, thereby causing a great deal of variability in their ability and readiness to purchase our products. In addition, in the case of a rise in oil prices and an accompanying rise in our customers’ expenses, they may respond by placing pressure on the prices that they are willing to pay for our products. In that event, our business and results of operation may be adversely affected.

Following our acquisition of 100% of MicroSystem, its results of operations will likely have a material impact on our results of operations.

Following the exercise of both of our options to increase our holdings in MicroSystem, our Italian Provider, first to 51% and then to 100%, which increases were consummated in July 2007 and July 2008, respectively, we have fully consolidated the results of Microsystem (as of the 3^rd quarter of 2007). Therefore, Microsystem’s results of operation, including revenues, gross margins and operating income, will likely have a material effect on our results of operation including revenues, gross margins and operating income. The consolidation of Microsystem’s financial statements will also increase the impact of changes in the Euro – dollar exchange rate on our revenues and expenses, as substantially all of Microsystem’s revenues and expenses are Euro-denominated.

We cannot assure you that we will continue to remain profitable on an annual basis or remain profitable on a quarterly basis in the future.

We incurred a net loss of approximately $4.6 million in 2005. Although we had net income of $0.5 million in 2006, net income of $1.9 million in 2007, and net income of $0.7 million in 2008 we incurred a net loss of approximately $0.6 million in the first quarter of 2009, and we cannot be certain that we will maintain profitability on a quarterly or annual basis.

We may experience significant fluctuations in our quarterly results, which makes it difficult for investors to make reliable period-to-period comparisons and may contribute to volatility in the market price for our Ordinary Shares.

Our quarterly revenues, gross profits and results of operations have fluctuated significantly in the past and may be subject to continued fluctuation in the future. The following events may cause such fluctuations:

—

changes in timing of orders, especially large orders, for our products and services;

—

changes in the prices for our products and services;

—

adverse economic conditions and international exchange rate and currency fluctuations;

—

delays in the implementation of our solutions by customers;

—

changes in the proportion of service and license revenues;

—

timing of product releases;

—

changes in the economic conditions of the various industries in which our customers operate;

—

price and product competition;

—

increases in selling and marketing expenses, as well as other operating expenses;

—

technological changes; and

—

political instability in the Middle East.

A substantial portion of our expenses, including most product development, selling and marketing expenses, must be incurred in advance of when revenue is generated. If our projected revenue does not meet our expectations, we are likely to experience a shortfall in our operating profit relative to our expectations. As a result, we believe that period-to-period comparisons of our historical results of operations are not necessarily meaningful and that you should not rely on them as an indication for future performance. Also, our quarterly results of operations have, on separate occasions, been below the expectations of public market analysts and investors and the price of our Ordinary Shares subsequently decreased. If that would happen in the future, the price of our Ordinary Shares will likely decrease again.

Because of our international operations, changes in exchange rates against the U.S. dollar have and could continue to have a significant effect on our results of operations. In addition, local economic conditions or currency fluctuations could cause customers to decrease or cancel orders or default on payment.

Although part of our revenues are denominated and paid in U.S. dollars, the majority are not so denominated and paid. Therefore inflation and fluctuations in the U.S. dollar exchange rate have and may continue to have a material effect on our revenue. In addition, a significant portion of our international sales is denominated in Euros, and in the future additional sales may be denominated in currencies other than U.S. dollars, thereby exposing us to gains and losses on non-U.S. currency transactions. We may choose to limit this exposure by entering into hedging transactions. However, hedging transactions may not prevent exchange-related losses, and our business may be harmed by exchange rate fluctuations. Furthermore, as we seek to expand our sales to regions throughout the world, we might be exposed to risks of customers located in countries suffering from uncertain economic environments such as high inflation and solvency problems. Those issues and devaluation in local currencies of our customers relative to the U.S. dollar where our sales are denominated in U.S. dollars could cause customers to decrease or cancel orders or default on payment. To the extent that the value of the New Israeli Shekel increases against the U.S. dollar, our expenses on a U.S. dollar cost basis increase. We cannot predict any future trends in the rate of devaluation or appreciation of the NIS against the U.S. dollar. If the U.S. dollar cost of our operations in Israel continues to increase, our U.S. dollar-measured results of operations will be adversely affected. If the U.S. dollar cost of our operations in Israel continues to increase, our dollar-measured results of operations will be adversely affected. The New Israeli Shekel appreciation (devaluation) in relation to the U.S. dollar amounted to 8.2%, 9.0% and 1.1% for the years ended December 31, 2006, 2007 and 2008, and (10.2)% for the first quarter of 2009. We are also exposed to the risk that the rate of inflation in Israel will exceed the rate of devaluation of the NIS in relation to the U.S. dollar or that the timing of this devaluation will lag behind inflation in Israel. The Israeli rate of inflation (deflation) amounted to (0.1)%, 3.4% and 3.8% for the years ended December 31, 2006, 2007 and 2008, respectively.

In the first quarter of 2009, as had been the case prior to 2006 we once again experienced decreases in our revenues from products. If this trend continues, it will likely adversely affect our gross margins and profitability.

As had been the case in 2005, when our revenues from the sale of products decreased relative to their level in 2004, our product revenues fell by 22% during the first quarter of 2009, to $7.8 million from $10.0 million during the equivalent quarter of 2008. During 2006, 2007 and 2008, our revenues from the sales of products had increased each year, from approximately $9.0 million in 2005 to approximately $9.6 million in 2006, $14.3 million in 2007 and $20.1 in 2008. At the same time, revenues from maintenance and services also increased during the last two years of such three year stretch, increasing to approximately $20.9 million in 2008 from approximately $14.3 million in 2007 and approximately $11.8 million in 2006. Our gross margin from most of our products is higher than our gross margin from services. This is because our cost of services, which includes expenses of salaries and related benefits of the employees and subcontractors engaged in providing the services, is relatively higher than our cost of products. If our overall percentage of revenues comprised by maintenance and service revenues continues to increase, our gross margins and profitability will likely be adversely affected. In addition, if our revenues from the sale of products decrease, such decrease may adversely affect our future maintenance and service revenues, as it may result in a smaller user base to purchase maintenance and service contracts from us.

If we are unable to accurately predict and respond to market developments or demands, or if our products are not accepted in the marketplace, our business will be adversely affected.

It is difficult to predict demand and CAD/CAM market acceptance for our solutions and products. We cannot guarantee that the market for our solutions and products will grow or that they will become widely accepted. If the market for our solutions and products does not develop as quickly as we expect, our future revenues and profitability will be adversely affected. Changes in technologies, industry standards, client requirements and new product introductions by existing or future competitors could render our existing offerings obsolete and unmarketable, or require us to develop new products. If our solutions and products do not achieve or maintain market acceptance or if our competitors release new products that achieve quicker market acceptance, have more advanced features, offer better performance or are more price competitive, our revenues may not grow and may even decline. In addition, if a product we develop and introduce does not achieve market acceptance, we may not be able to recover the costs associated with developing the product, which would have a negative effect on our profitability.

If we are unable to attract, train and retain qualified personnel, we may not be able to achieve our objectives and our business could be harmed.

Our future success depends on our ability to absorb and retain senior employees and to attract, motivate and retain highly qualified professional employees. Competition for these employees can be intense, especially in a number of our key markets and locations. The process of locating, training and successfully integrating qualified personnel into our operations can be lengthy and expensive. The market for the qualified personnel we require is very competitive because of the limited number of people available with the necessary technical and sales skills and understanding of our products and technology. This is particularly true for the markets in which the majority of our research and development personnel are located, namely Israel and in the State of California, as competition for qualified personnel is intense in those markets. We may not be able to compete effectively for the personnel we need. Any loss of members of senior management or key technical personnel, or any failure to attract or retain highly qualified employees as needed, could materially adversely affect our ability to achieve our research and development and sales objectives.

Under current Israeli and California laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees.

We have entered into non-competition agreements with substantially all of our employees in Israel and in California. These agreements prohibit our employees, during the term of their employment with us and after they cease working for us, from competing directly with us or working for our competitors for a limited period. However, under current Israeli and California laws, we may be unable to enforce these agreements and it may be difficult for us to restrict our competitors from gaining the expertise our former employees gained while working for us.

We are affected by volatility in the securities markets.

Securities markets have in recent years experienced volatility that has particularly affected the securities of many high-technology companies. The volatility has often been unrelated to the operating performance of these companies, including Cimatron, and has been aggravated due to the current crisis in global financial markets. As a result, we may experience difficulties in securing the additional financing required to effectively operate and grow our business due to the volatility in the price of our shares, resulting in a material adverse affect on our business and results of operations.

Risks Related to Licenses and Intellectual Property

We rely, to a certain extent, on third parties’ software. If we lose the ability to continue to license that software, our business could be materially adversely affected.

To date, most of the software relating to the Cimatron E family of products has been developed internally by our research and development staff. However, to accelerate our product development and improve our time to market, we also review opportunities to acquire or license products or technologies from third parties. Mainly, we utilize software tools and engines that we acquire from Spatial Corp., a subsidiary of Dassault Systems, and D-Cubed, for the representation and processing of three dimensional objects and surfaces in order to expedite the continued development of our new Cimatron E product family. In addition, we use software from ModuleWorks GmbH, a German company, for advanced 5-Axis NC calculations, and advanced metal forming software from Forming Technologies Incorporated (FTI), a Canadian company. We rely, to a certain extent, upon such third parties’ abilities to enhance their current products and develop new products on a timely and cost-effective basis that will meet changing customer requirements and emerging industry standards or other technological changes. Our business would be disrupted if functional versions of the third party software we rely on were either no longer available to us or no longer offered to us on commercially reasonable terms and we may, as a result, suffer a material adverse effect on our business and operations. Most of the software relating to GibbsCAM has also been developed internally, however, Gibbs, like Cimatron, also relies on certain third party software and tools embedded in GibbsCAM product.

We may not be successful in protecting our intellectual proprietary technology and this could result in the loss of revenue.

We primarily rely on a combination of trade secret, copyright and trademark laws, together with non-disclosure agreements and trademark measures (such as software protection “locks”), to establish and protect proprietary rights in our products. The measures afford only limited protection and, accordingly, there can be no assurance that the steps that we take to protect these proprietary rights will be adequate to provide misappropriation of the technology or independent development of similar technology by others. This is particularly a problem in foreign countries where the laws may not protect our proprietary rights as fully as the laws of the United States do. For instance, we have encountered significant piracy problems in certain jurisdictions, including in Brazil, Taiwan, Israel and China, where we face significant competition from pirated copies of our products. These problems may increase as many of our customers and their competitors migrate their businesses to lower cost labor markets in the Far East. Despite our best efforts to protect proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary.

We may be subject to litigation to determine the scope of proprietary rights of others.

Significant and protracted litigation may be necessary to protect our intellectual property rights, to determine the scope of the proprietary rights of others or to defend against claims of infringement. We believe that our systems do not infringe upon any existing third-party proprietary rights, and to our knowledge there have been no claims of infringement by us of third-party proprietary rights to date; however, there can be no assurance that any such claims will not be asserted against us in the future. If infringement is alleged, we could be required to discontinue the use of certain software codes or processes, to cease the manufacture, use and sale of infringing products, to incur significant litigation damages, costs and expenses and to develop non-infringing technology or to obtain licenses to the alleged infringing technology. There can be no assurance that we would be able to develop alternative technologies or to obtain such licenses on terms commercially acceptable to us, if at all.

Risks Related to our Operations in Israel

We may be adversely affected if the rate of inflation in Israel exceeds the rate of devaluation of the New Israeli Shekel against the U.S. dollar.

Our functional currency is the U.S. dollar while a portion of our expenses, principally salaries and the related personnel expenses, are in new Israeli shekels, or NIS. As a result, we are exposed to the risk that the rate of inflation in Israel will exceed the rate of devaluation of the NIS in relation to the U.S. dollar or that the timing of this devaluation lags behind inflation in Israel. We cannot predict any future trends in the rate of inflation/ deflation in Israel. If the U.S. dollar cost of our operations in Israel increases, our U.S. dollar-measured results of operations will be adversely affected. The Israeli rate of inflation (deflation) amounted to (0.1)%, 3.4% and 3.8% for the years ended December 31, 2006, 2007 and 2008 respectively.

Security, political and economic instability in Israel may impede our ability to operate and harm our financial results.

Our principal executive offices and research and development facilities are located in Israel. In addition, a portion of our sales is made to customers in Israel. Accordingly, security, political and economic conditions in Israel may directly affect our business. Over the past several decades, a number of armed conflicts have occurred between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could affect adversely our operations. From October 2000 until recently, terrorist violence in Israel increased significantly and negotiations between Israel and Palestinian representatives effectively ceased. In February 2006, Hamas, a radical Islamic organization, won the Palestinian Parliament elections. In July and August 2006, significant fighting took place between Israel and Hezbollah in Lebanon, resulting in rockets being fired from Lebanon into northern Israel. Recently, in December 2008 and January 2009, there was an escalation in violence between Israel and Hamas, and significant hostilities along Israel’s border with the Gaza Strip. Despite the cessation of such escalation, there can be no assurance that the relative calm that has been achieved will continue. Increased hostilities, future armed conflicts, political developments in other states in the region, or continued or increased terrorism could make it more difficult for us to conduct our operations in Israel, which could increase our costs and adversely affect our financial results. Furthermore, several countries still restrict business with Israel and Israeli companies. These restrictive laws and policies may limit our ability to sell our products in those countries.

Our operations may be disrupted by the obligation of our personnel to perform military service.

Many of our officers and employees in Israel are obligated to perform annual military reserve duty and may be called to active duty under emergency circumstances. At various times over the last five years, there have been significant call-ups of military reservists, and it is possible that there will be additional call-ups in the future. While we have operated effectively despite these conditions in the past, we cannot assess what impact these conditions may have in the future, particularly if emergency circumstances arise. Our operations could be disrupted by the absence for a significant period of one or more of our executive officers or key employees or a significant number of our other employees due to military service. Any disruption in our operations would harm our business.

The government programs and tax benefits that we currently receive and previously received require us to meet several conditions and may be terminated or reduced in the future, which would increase our costs and taxes.

We benefit from certain government programs and tax benefits, particularly as a result of tax exemptions and reductions resulting from the approved enterprise status of our manufacturing facilities in Israel. To be eligible for these programs and tax benefits, we must continue to meet conditions, including making specified investments in property and equipment and financing a percentage of investments with share capital. If we fail to meet such conditions in the future, the tax benefits would be canceled and we could be required to refund the tax benefits already received, together with an adjustment based on the Israeli consumer price index and an interest factor. These programs and tax benefits may not be continued in the future at their current levels or at any level. From time to time, the Israeli Government has discussed reducing or eliminating the availability of these grants, programs and benefits and there can be no assurance that the Israeli Government’s support of grants, programs and benefits will continue. If grants, programs and benefits available to us or the laws, rules and regulations under which they were granted are eliminated or their scope is further reduced, or if we fail to meet the conditions of existing grants, programs or benefits and are required to refund grants or tax benefits already received (together with interest and certain inflation adjustments) or fail to meet the criteria for future “Approved or Privileged Enterprises,” our business, financial condition and results of operations could be materially adversely affected including an increase in our provision for income taxes.

In connection with research and development grants received from the Office of the Chief Scientist of Israel, or the OCS, we must pay royalties to the OCS on the revenue derived from the sale of products, technologies and services developed with the grant from the OCS. The terms of the OCS grants and the law pursuant to which grants are made may impair our ability to manufacture products or transfer technologies developed using OCS grants outside of Israel. The transfer to a non-Israeli entity of technology developed with OCS funding, including pursuant to a merger or similar transaction, and the transfer of rights related to the manufacture of more than ten percent of a product developed with OCS funding are subject to approval by an OCS committee and to various conditions, including payment by us to the OCS of a percentage of the consideration paid to us or our shareholders in the transaction in which the technology is transferred. In connection with a merger or similar transaction, the amount payable would be a fraction of the consideration equal to the relative amount invested by the OCS in the development of the relevant technology compared to the total investment in our company, net of financial assets that we have at the time of the transaction, but in no event less than the amount of the grant. In addition, in the event that the committee believes that the consideration to be paid in a transaction requiring payment to the OCS pursuant to the provisions of the law described above does not reflect the true value of the technology or the company being acquired, it may determine an alternate value to be used as the basis for calculating the requisite payments. These restrictions may impair our ability to enter into agreements for those products or technologies, without OCS approval. We cannot be certain that any approval of the OCS will be obtained on terms that are acceptable to us, or at all. Furthermore, in the event that we undertake a transaction involving the transfer to a non-Israeli entity of technology developed with OCS funding pursuant to a merger or similar transaction, the consideration available to our shareholders may be reduced by the amounts we are required to pay to the OCS.

In connection with our grant applications, we have made certain representations, including information provided in periodical performance reports, and we have committed to certain performance-based covenants. The funding from the OCS is subject to the accuracy of these representations and covenants and to our compliance with the conditions and restrictions imposed by the OCS. If we fail to comply with any of these conditions or restrictions, we could be required to repay any grants previously received, together with an adjustment based on the Israeli consumer price index and an interest factor in addition to certain other penalties. In addition, if we fail to comply with any of these conditions or restrictions, we would likely be ineligible to receive OCS grants in the future. The inability to receive these grants would result in an increase in our research and development expenses.

We may be required to pay royalties to the OCS in respect of sales since January 1, 2005.

We believe that the majority of products that we have sold since January 1, 2005 are not based on technology developed with funds provided by the OCS and that, accordingly, such sales should not be subject to the payment of royalties to the OCS. Therefore, the royalty reports we submitted to the OCS for the period starting January 1, 2005 and thereafter have reflected significantly reduced royalty obligations in comparison to our royalty reports for the years prior to 2005. In addition, during the second half of 2005 we initiated a process with the OCS in an attempt to obtain the agreement of the OCS with our position and to the cessation of our obligation to pay future royalties. This process is still ongoing. Although we believe we have strong arguments to support our position, we have accrued royalty expenses in our financial reports for the periods from January 1^st, 2005 to March 31^st, 2009 in the amount of $2.7 million, but we have not paid any royalties associated with the products mentioned above to the OCS. In light of the above-mentioned facts, we intend to consider our next steps with the OCS and whether further royalty expenses accruals will be necessary. A determination that we are in fact obligated to pay royalties in respect of sales after January 1, 2005 could negatively impact our liquidity and if that determination is made after we cease to accrue for any such royalties on our financial statements or if the amount that we become obligated to pay exceeds the amounts for which we have accrued in our financial statements, such payments would negatively impact our earnings.

It may be difficult to effect service of process and enforce judgments against directors or officers in Israel.

We are incorporated in Israel. The majority of our executive officers and directors are located outside the United States, and a majority of our assets and the assets of these persons are located outside the United States. Therefore, a judgment obtained against us or any of them in the United States, including one based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by an Israeli court. Further, if a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency. It also may be difficult for you to assert U.S. securities law claims in original actions instituted in Israel since Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agreed to hear such a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law.

Item 4.

Information on the Company.

History and Development of the Company

We design, develop, manufacture, market and support a family of modular, high-performance, CAD/CAM software products. Our products provide an integrated design through manufacturing solution for small-to-medium-sized companies and manufacturing divisions of large corporations, and interface easily with other CAD/CAM systems. They offer high-end functionality, especially in the areas of design for manufacturing and manufacturing, at an attractive price/performance ratio. These attributes have made our CAD/CAM products especially popular in the design and manufacturing segments of the CAD/CAM market, particularly among mold, tool, die and fixture makers, as well as discrete part manufacturers. We focus our research and development efforts on providing complete design through manufacturing solutions to the specific needs of this market segment. We are committed to providing mold, tool, die and fixture makers and discrete part manufacturers with comprehensive, cost-effective CAD/CAM solutions that streamline manufacturing cycles, enable collaboration with outside vendors and shorten delivery time. Following our merger with Gibbs, we have enhanced our product offering for discrete part manufacturers.

In July 2005 we acquired an initial 27.5% of the shares of Microsystem Srl, our Italian distributor, for 575,000 Euro. Under the agreement, we also received an option to acquire up to 100% of Microsystem from Microsystem’s shareholders and Microsystem’s shareholders received an option to require us to purchase 49% of Microsystem’s share capital under specific circumstances. In July 2008, we completed the acquisition of 100% of Microsystem’s shares. See “Item 5. Operating and Financial Review and Prospects – Overview” for additional details regarding the transactions with Microsystem and the options received both by us and Microsystem’s shareholders. The transactions were designed to significantly enhance Microsystem’s financial position and balance sheet, and to strengthen our leading position in Italy, one of our key markets in Western Europe. Under the terms of the initial agreement, Microsystem’s marketing, sales, and support groups remained in their current offices throughout Italy, nevertheless, in the last three years Microsystem went through a comprehensive restructuring and turnaround.

During August 2006, we acquired the remaining 69.83% of the outstanding shares of KCT Co. Ltd, our South Korean provider for approximately $225,000 plus an additional payment subject to collection of certain receivables, following which such provider became our wholly owned subsidiary.

Our full name is Cimatron Ltd. and we were incorporated under Israeli law in 1982. Our corporate headquarters are located at 11 Gush Etzion Street, Givat Shmuel 54030, Israel. Our telephone number is 972-3-531-2121 and our web site is located at www.cimatron.com. Our U.S. agent is Cimatron Technologies, Inc., with an address at 26800 Meadowbrook Road, Suite 113, Novi, Michigan 48377

Industry Background

Manufacturers worldwide face ever-increasing pressures to produce high-quality and increasingly complex products in the shortest time possible and at minimum cost. To meet these demands and keep pace with market changes, production commitments and the need for product differentiation, companies are increasing their reliance on CAD/CAM software tools to automate the designing, drafting and manufacturing of their products.

The development process for the mechanical design and manufacturing of products generally includes the following steps:

—

conceptual design of the product and its components;

—

tool design and detailed design for manufacturing;

—

creating the toolpath data in the form of numerical control, or NC, codes that provide the instructions for a machine to cut a part according to specifications received; and

—

manufacturing the product.

The earliest users of CAD/CAM systems were dedicated design and engineering departments of large organizations that could afford the cost and complexity of “high-end” CAD/CAM systems. These systems were used by highly trained designers and engineers, who were responsible for a particular portion of the manufacturing process. The systems also generally operated on mainframe computers or high-end workstations which often required many months to master. To improve efficiency, large corporations that operate with high-cost, highly complex CAD/CAM systems have increasingly outsourced a portion of the design and manufacturing process to subcontractors.

This created a large market need for easier-to-use, less programming-intensive CAD/CAM solutions that operate on different hardware and operating systems and interface with a variety of software systems. In addition, as a result of continuing market pressure and technological changes, including personal computers offering improved price and performance, divisions of large companies also shifted towards CAD/CAM software providing more cost-effective solutions and shorter learning curves which could co-exist in the corporate design and manufacturing environment. However, while many of these systems were designed to provide advanced conceptual design capabilities, they were more limited in their detailed design for manufacturing and toolpath creation capabilities. As a result, they did not meet the needs of users involved in manufacturing the process, such as mold, tool, die and fixture makers.

At the other end of the market were low-cost, dedicated toolpath creation software products, which were limited in their design capabilities. These limitations caused the process of taking data regarding the conceptual design of the product and creating a detailed design for manufacturing to remain largely manual. As a result, subcontractors and manufacturing divisions of large corporations were hampered in their ability to take complex conceptual designs received from the design departments of the manufacturer and produce appropriate molds, tools, dies or fixtures in a timely manner. As a result, an increasing number of these subcontractors and manufacturing divisions have begun or are continuing to seek comprehensive design through manufacturing automation solutions to compete more effectively.

These trends have created a market for an integrated CAD/CAM system which is geared towards small-to medium-sized subcontractors or divisions of large corporations involved in the manufacturing process, particularly mold, tool, die and fixture makers. These users have a unique set of needs that have generally not been met by traditional CAD/CAM systems.

The CAD/CAM software industry that developed in response to these needs is highly fragmented and characterized by many relatively small and privately owned companies. We believe that, due to the large number of companies that operate in this market, we do not have a single major competitor or a group of competitors. The principal factors permitting our products to compete successfully against our competitors’ products are:

—	the compatibility of our products with other software applications and existing and emerging industry standards;

—	our ongoing product and feature development;

—	the offering of unique innovative products to the tooling and manufacturing industries;

—	the level of our product breadth and integration;

—	the technical expertise and support that we provide;

—	the flexibility of our products;

—	the reputation we maintain among certain independent distributors of our products, to which we refer as Providers; and

—	the relatively low overall price and total cost of ownership of our products combined with the high-end capabilities of our products.

Business Overview

Principal Operations, Products and Developments

Following our merger with Gibbs System, Inc., we currently have two main product lines – CimatronE and GibbsCAM:

Cimatron E

Cimatron E, our CAD/CAM solution for the tooling and production industries, was initially released in September 2001. We released our newest major version of the Cimatron E (Version 9.0) in June 2009. Cimatron E provides comprehensive tools, applications and process-automation solutions for the tooling and manufacturing industries.

With Version 9 of Cimatron E, Cimatron helps toolmakers and manufacturers of complex discrete parts step up to new levels of productivity, introducing breakthrough improvements such as:

–

A new application for transfer die design

–

A new die quote generator

–

Greater mold design automation

–

A new application for defining electrode measuring points and probe path

–

New machining strategies for High Speed Machining (HSM) and 5-Axis milling

–

New capabilities for handling Product Manufacturing Information (PMI) throughout the design and manufacturing process

Cimatron E encompasses a set of powerful and easy-to-use 3D design tools. The unified solid-surface-wireframe environment allows the user to manipulate important data or create conceptual part designs with equal ease. In the design process, Cimatron E integrates tools to split part geometry, find and implement changes, create electrodes and inserts, and detail tooling components. During manufacturing, Cimatron E implements 2.5 to 5 axis toolpaths using high-speed machining, knowledge of stock remaining and templates to reduce programming and machining time. The mission critical tasks of splitting the model, applying engineering changes, and extracting electrodes and inserts are all handled by Cimatron’s “Quick Tooling” wizard-based applications.

Cimatron E communicates with most other CAD/CAM systems, runs on personal computers, as well as engineering workstations employing Windows based operating systems (which are the primary operating systems used for the personal computer and workstation platforms on which our products are used) and transfers data easily and reliably among different hardware and software environments.

Cimatron E is built around a set of compatible “modules” using a unified database, which can be accessed and modified for all applications. Users can move easily among wireframe, surface and solid models choosing the application most appropriate for a specific job. Cimatron E enables the user to work top-down (i.e., beginning at the conceptual level and moving down to subassemblies and individual parts) or bottom-up (i.e., modeling elements first and then grouping them into assemblies), and permits the user to combine the two approaches. Cimatron E stores product data hierarchically to ensure overall structural integrity of the product and the ability to interface with engineering data management systems. Cimatron E’s CAM applications operate directly on the design model to generate intelligent toolpaths for NC manufacturing processes and enable fast and accurate graphic simulation of NC operations. In addition, Cimatron E includes advanced data exchange interfaces, which enable the transfer of CAD/CAM data between ourselves and other CAD/CAM systems through industry standard interfaces, as well as several dedicated interfaces. Cimatron E offers an intuitive and consistent user interface throughout all applications (e.g., design, drafting and NC). Since all applications have the same look and feel, there is no need for the user to relearn the operation of the system with each module. Cimatron E’s architecture is based upon a software kernel, which includes database utilities, the graphic sub-system and the user interface, which provide the operating environment for all applications. Applications are separate from the software kernel, which facilitates enhancement of the applications, reduces development and maintenance costs and enables efficient technological updates to the system’s components, without affecting the application base.

The Cimatron E product family includes the following basic modules:

Designer Solution

Designer Solution is a CAD-only solution. It provides users with full 3D design and modeling capabilities, as well as fully associative 2D drawing and sketching functions. Designer Solution includes a hybrid 3D wireframe, surfaces and solid modeler, with full assembly support. Designer Solution includes SAT, STL, PFM and one DI optional module (DWG, DXF or VDA).

NC Solution

NC Solution is a manufacturing-only solution. This base solution offers comprehensive milling, drilling, simulation and verification capabilities up to 2.5 axes + 2X Positioning. NC Solution provides access to a wide range of CAD capabilities necessary to undertake any NC job. The system includes tool libraries and a post processor. NC Solution includes SAT, STL, PFM and one DI optional module (DWG, DXF or VDA).

Master Solution

Master Solution includes all features of the Designer Solution and the NC Solution integrated into an end-to-end system, providing the tools and capabilities users need for designing and manufacturing complex CAD/CAM projects. Master Solution includes SAT, STL, PFM and one DI optional module (DWG, DXF or VDA)

Electrode Solution

Electrode Solution includes all the tools necessary to create and design EDM electrodes out of a given part model, including the industry leading QuickElectrode application. Electrode Solution comes complete with a choice of one DI optional module (IGES, STEP or VDA). The Electrode Solution is competitively priced in comparison with a similar general purpose configuration.

Electrode Pro Solution

Electrode Pro Solution includes the tools necessary to create, design and manufacture EDM electrodes, including the industry leading QuickElectrode application and full 3X milling tools. Electrode Pro Solution comes complete with a choice of one DI module (IGES, STEP or VDA). The Electrode Pro Solution is competitively priced in comparison with a similar general purpose configuration.

Student Package

The Cimatron Student Package is a limited Cimatron package for students’ home use. The package covers most of Cimatron E’s capabilities, and enables execution of small non-commercial projects. CAD modules include the following: Wire-frame, Surfacing and Solid part Modeling; Assembly; Drafting; Sketcher; Catalog Tools; QuickSplit; QuickCompare; QuickElectrode; and MoldDesign. CAM modules include 2.5X – 3X milling and 3X simulator. The system includes read-only Data Interface for IGES, VDA, STEP, DXF, and DWG. The package is protected via software mechanism and does not require a hardware protection plug.

View Only System

View Only System provides tools to view and check CAD/CAM projects. The system includes powerful 3D modeling and drafting capabilities, as well as key Cimatron modules, such as QuickSplit, QuickElectrode and viewing of 2.5X – 3X milling, including the 3X simulator. No “save” is possible with a View Only system. The system includes read-only translators to all leading standard formats: DXF, DWG, IGES, STEP, VDA, SAT, STL, and PFM.

In addition, the Cimatron E product family includes the following optional vertical applications, optimized for manufacturing:

Mold Design

A complete Mold Design vertical application based on hybrid 2D/3D technology. Mold Design automates the mold base and component design process, and offers an innovative parametric and fully associative approach to the mold housing design process. Optimized applicative tools support the various mold design sub-systems, such as Cooling, Ejection, Sliders and Lifters and Inserts.

Die Design

The Die Design application allows the user to create complex strips for progressive dies, as well as transfer dies. It offers analysis tools, nesting and strip layout tools, and many advanced forming tools (bend, unbend, twist, unfold and more) that allow the creation of intermediary shapes that form the strip. In addition it includes a set of tools that help the user create and locate a complex array of trimming punches on the strip.

Following Strip Design, the application allows the user to build the die tool around the strip. It includes tools for creation of die sets as well as trimming and forming punches and other die components.

Quick Electrode

QuickElectrode is an EDM electrode design package used to automate the whole electrode process. QuickElectrode is used for burn area selection, electrode design, management, documentation and manufacturing. It also includes the generic EDM Setup utility, which exports burning parameters from Quick Electrode.

ECO Manager

This is a complete Change Management application. It contains interactive tools that automatically compare between two geometry sets to identify engineering changes. It marks and displays the differences and changes, and saves the results in different file levels, supporting multiple ECO handling.

5 Axes Production

Complete package for 5X milling and drilling, including 5X Rough, finish and local operations. Ideal for complex tasks, such as milling inlets and impelers, 5X Production is mainly used for discrete part manufacturing in demanding industries, such as Aerospace.

Micro-Milling

Dedicated NC application for milling miniature high precision parts, with sub-micron tolerances. Micro Milling allows the use of all Cimatron NC procedures with very small tools and for very fine geometry. Micro milling is supported in 3X and 5X configurations.

GibbsCAM®

GibbsCAM, our CAD/CAM solution for discrete part production manufacturing, was first released in 1993. The current shipping version, GibbsCAM 2009 v9.3, was released in March 2009. GibbsCAM provides a comprehensive suite of tools, applications and process-automation/standardization solutions for industrial manufacturers.

GibbsCAM is modular product family of PC-based, computer-aided manufacturing software, which allows customers to configure a seat of software specific to their current functionality needs, while protecting their investment by allowing the system to be seamlessly expanded over time to meet their on-going needs. GibbsCAM focuses on ease-of-use through an advanced graphical user interface (GUI) design, interactive graphics, full data associativity between part geometry, process and toolpath, and machining efficiency. GibbsCAM provides manufacturing-focused wireframe, surface and solid modeling (CAD) as well as a comprehensive range of CAM functionality for CNC toolpath creation. It provides post processing and machine simulation for a wide variety of CNC machines, including 3- through 5-axis mills, lathes, mill-turns, Swiss machine, wire-EDM, and multi-task machines (MTM). Since original part design is usually performed by a different user and different CAD software, GibbsCAM provides a variety of CAD data import options covering virtually all brands of CAD software in use today. GibbsCAM is certified under Autodesk’s AICAP program, is a Solid Edge Voyager Select Product and is a SolidWorks Certified CAM Product. GibbsCAM is certified for use on Windows XP and Windows Vista, Microsoft’s currently supported Windows operating systems.

The GibbsCAM product family includes the following module options:

Mill

GibbsCAM Production Milling supports 2- through simple 3 -axis wireframe machining with full functionality for contouring, pocketing with unlimited bosses/islands, thread milling, face milling, 2D/3D spiral creation, drilling with support for many drill cycles, tapping, and boring. Simple 4th-axis positioning is also supported. Automatic cycles for face milling, such as spiral, zig-zag, back and forth and one direction, allow material to be cleaned off the top of a part. GibbsCAM Production Milling provides easy to use, powerful programming capability for milling machine tools.

Lathe

GibbsCAM Production Turning supports full 2-axis wireframe machining with full functionality for contouring, automatic roughing, multiple hills and valleys, plunge roughing, threading, repetitive shape roughing, drilling, tapping and boring. Advanced functionalities, such as maintaining an awareness of the current stock condition, make programming lathes not only easy but also extremely efficient. GibbsCAM Production Turning provides easy to use, powerful capability for programming turning centers.

Solid Import

GibbsCAM Solids Import provides entry-level support for machining solid models. Solid models can be read, viewed and manipulated. Geometry can be selected and extracted for machining. Using this option users can import a solid model, view it, extract geometry from selected edges, which can then be machined. This option is ideal for users who have been machining wireframe geometry who want to expand their capabilities to support rudimentary machining of solids.

2.5D Solids

GibbsCAM 2.5D Solids provides significant surface and solid modeling capabilities. Functionality to directly machine surfaces and solids is also included. With this module, users have the ability to create, import and modify solid models and then generate programs to machine them. Specialized tools are also provided to import, repair and automatically solidify surface data. Using GibbsCAM 2.5D Solids, CNC programs can be created faster and easier, making users more efficient and productive.

SolidSurfacer®

GibbsCAM SolidSurfacer provides higher-level surface and solid modeling capabilities. Advanced functionality to machine surfaces and solids is also included. GibbsCAM’s intuitive graphical user interface allows complex surface and solid functions to be easy to use. Using SolidSurfacer, users can address the demanding surface and solid modeling and machining requirements for complex mold, tool and die work.

Advanced CS

GibbsCAM’s standard functionality is to machine on conventional, orthogonal coordinate systems (XY, XZ, YZ planes). The Advanced CS option introduces support for non-orthogonal coordinate systems allowing local coordinate systems to be defined in any 3D orientation.

Rotary Mill

GibbsCAM Rotary Mill supports machining using a rotary 4^th axis. The part geometry can either be radially defined, or can be flat geometry which is wrapped around an axis. This functionality is ideally suited for roller dies, feed screws, threading, engraving and any other application where geometry is machined around an axis.

4-Axis Milling

GibbsCAM 4-Axis Milling supports machining using a rotary 4^th axis. The part geometry is 3D wireframe geometry with surface controls, typically extracted from radially prismatic solid models. The user has complete control over the tool’s orientation relative to the part, including lead and lag angles. This functionality is ideal of off-center, Y-axis milling, such a camshafts, or pockets or grooves with variable tapers on the floors and walls.

5-Axis Simultaneous Milling

GibbsCAM 5-Axis introduces support for 4^th and 5^th axis simultaneous rotary milling of multiple surfaces and solid models. Full support for tool types (ball, flat, bull, conical, and lollipop) is provided with collision checking of the tool tip, tool shaft and holder. With complete control over all aspects of the tool axis, superior surface finishes can be realized. Task oriented dialog panels are provided to only display the parameters specific to a particular machining situation, such as projection machining, swarf milling, mold cavity machining, cylinder head machining, electrode machining, and turbine blade shaft finishing. A set of dialog panels are also provided specifically for machining impellers: floor machining, general rouging and blade finishing. A variety of posting solutions are also available from Gibbs posts, ProAXYZ 5-axis drivers, or APT-CL, which allows users to make use of established posting solutions.

TMS (Tombstone Management System)

GibbsCAM TMS supports part placement and program generation of multiple parts positioned on a tombstone fixture, a high-efficiency mode of machining on 4-axis horizontal machining centers. Various sequences can be examined and compared to identify the optimal machining strategy, minimizing traversals and tool changes. Full flexible is provided to the user while developing the program, allowing different aspects to be resolved independently and then optimized as a while. When complete, TMS outputs a complete G-code program, with optional sub-routines, canned cycles and B-rotation positions.

MTM™ (Multi-Task Machining)

GibbsCAM MTM™ (Multi-Task Machining) was specifically designed to address the CNC programming requirements of multi-task machine tools, providing powerful programming tools that are easy to learn and use with the ultimate in flexibility and configurability. Machining processes are easily defined with GibbsCAM’s intuitive graphical user interface that provides seamless access to both turning and milling capabilities, and GibbsCAM’s associativity allows operations to be updated easily when modifications are made. Factory-supplied post processors output multi-flow NC code complete with utility operations and sync codes.

Wire-EDM

Designed to handle the most demanding Wire-EDM programs while being easy-to-use, GibbsCAM Wire-EDM supports programming 2- thru 4-axis CNC Wire-EDM machines. With a very flexible and robust graphical user, novice users will find the system easy to understand and learn, while experienced users will find it a straightforward, efficient way to access its breadth of capability and options. GibbsCAM Wire-EDM provides the user with complete control over the Wire-EDM machining operations. Post processors for all major brands of Wire-EDM machines are included.

Machine Simulation

GibbsCAM Machine Simulation allows programs and corresponding machine tool motions to be graphically verified before running them on an actual CNC machine tool, avoiding potential mistakes which could result in scrap or potential machine crashes. While verifying the program, potential opportunities for optimization can also be identified, allowing the program to be further refined. Machine Simulation also provides an environment in which to do a virtual set-up of the machine tool, allowing various set-up parameters to also be verified before going to the actual machine tool.

Data Exchange Options

In order to ensure that GibbsCAM is able to work with data files from the widest variety of CAD sources, a comprehensive selection of various data exchange options are available. These range from DXF/DWG, to IGES, VDA-FS, STEP AP203/AP214, CATIA V4, CATIA V5, Pro/ENGINEER, NX and Granite, and ACIS. In addition, GibbsCAM has the ability to read the native data files of most popular CAD systems: SolidEdge, NX, SolidWorks, Catia V4 and V5, Pro-E Wildfire, Rhinoceros, and KeyCreator. The data exchange options or capabilities may require other GibbsCAM options.

CutDATA

Machining feeds and speeds database

Post Processors

GibbsCAM offers a variety of approaches to generate G-code for machine tools. For users who prefer to develop their own posts, GibbsCAM offers PostHASTE, a template-based post processing system along with over 225 post templates. For users who already have a legacy posting system based on APT-CL, GibbsCAM outputs APT-CL output. GibbsCAM also has a library of over 8500 post processors for a wide variety of controller and machine tool configurations. For the ultimate level of support, GibbsCAM also offers high-efficiency, custom post processors created by a team of expert developers.

Marketing and Distribution

We employ a broad range of marketing activities to promote our products and develop name recognition and visibility. We use print and online advertising, trade shows, seminars, direct mail, online promotions, and regional marketing development in an effort to further penetrate the tooling and manufacturing segments of the CAD/CAM market. In addition to online promotions, we use the Internet as a marketing tool that increases our visibility in the marketplace, offers downloadable product demonstrations and facilitates communication between our clients and us.

Additionally, we have been increasing our penetration to the target market of mold, tool, die and fixture makers, as well as discrete part manufacturers, in an effort to become the lead supplier of CAD/CAM solutions to these segments of the manufacturing market. Our strategy involves examining the functionality of current and future products through in-depth focus-meetings with mold, tool, die fixture and discrete part makers, thereby making customers partners in the development of custom solutions for these market segments.

Following our merger with Gibbs, we distribute our products to end-users in over 35 countries in five continents through certain of our subsidiaries, directly in Israel and the US and through a network of independent Providers and Resellers. Between us, our subsidiaries (including Gibbs) and our Providers and Resellers, our family of products has more than 40,000 installations.

Providers

We believe that our Providers are technically competent in the mechanical engineering and manufacturing aspects of CAD/CAM markets and offer a full range of sales, service and support functions. Most of the Providers assume overall responsibility for the integrity of each end-user customer’s CAD/CAM system in their respective territories, including selling, installation, training and maintenance. Providers are, in most cases, carefully selected on the basis of their ability to distribute and service our entire product line, with special emphasis on the ability of their engineering and sales teams to provide customer support.

We furnish our Providers with technical guidance and marketing and sales resources. Providers regularly visit our Israeli headquarters, while our employees from various departments visit Providers’ sites. Our relationship with our Providers is further enhanced by international conferences, that we organize from time to time, regional workshops and cooperative exhibitions, and participation in local user meetings.

Providers serve as an integral part of our marketing and service network around the world. They give our products a local “feel” by (a) offering technical support in the end-user’s native language, (b) being available to attend to customer needs during local business hours, (c) translating our manuals, product and marketing literature into the local language and (d) frequently organizing user programs and seminars. Providers continually develop new ways to adapt and enhance our products to meet their respective customers’ regional and company-specific needs.

A typical agreement with a Provider is for a term of two years (subject to rolling two-year extensions). Our Providers are distributors and our agreements with them enable the Providers to purchase our products at a discounted price. Certain of our Providers act as our exclusive distributors in a single country or region. Other than our Provider in Japan, no Provider accounted for more than 1.1% of our total consolidated revenue for the year ended December 31, 2008. In July 2005 we acquired 27.5% of our Italian Provider and an option to purchase its remaining outstanding shares from its stockholders. In July 2007 we exercised our option to increase our holdings in our Italian Provider to 51%, and in July 2008, we completed the acquisition of such Provider by exercising our option to acquire the remaining 49% of its stock. These latter two holdings increases changed our Italian Provider’s status from an independent provider to a subsidiary.

There can be no assurance that all existing relationships with our Providers will be renewed. We believe that with the exception of our Provider in Japan, the termination of our relationship with a single Provider would not adversely affect us; however, the termination of our relationship with several of our Providers at approximately the same time or with one of our two Providers in Japan which accounted for 4.1% of our total consolidated revenue in 2008 could adversely affect us. There can be no assurance that, in the event that we lose any of our Providers, we will be successful in recruiting replacement professional and technically competent Providers.

Gibbs Resellers

We believe that our Resellers are technically competent in the mechanical engineering and manufacturing aspects of CAD/CAM markets and offer a full range of sales, service and support functions. Most of the Resellers assume overall responsibility for the integrity of each end-user customer’s CAD/CAM system in their respective territories, including selling, installation, training and maintenance. Resellers are, in most cases, carefully selected on the basis of their ability to distribute and service our entire product line. US-based Resellers count on Gibbs corporate for much of their service and support. Training is also provided at Gibbs Corporate Headquarters based in Moorpark, CA, USA. In International markets, Resellers are selected with special emphasis on their ability to provide customer service, support, and training.

We furnish our Resellers with technical guidance and marketing, technical and sales resources in addition to the product and associated documentation. Resellers visit Gibbs’ headquarters in California, while our employees from various departments visit Resellers sites as needed. Our relationship with our Resellers is further enhanced by international conferences, that we organize from time to time, regional workshops and cooperative exhibitions, and participation in local user meetings.

Resellers serve as an integral part of our marketing and service network around the world. They give our products a local “feel” by (a) offering technical support in the end-user’s native language, (b) being available to attend to customer needs during local business hours, (c) translating our manuals, product and marketing literature into the local language and (d) frequently organizing user programs and seminars. Resellers continually develop new ways to adapt and enhance our products to meet their respective customers’ regional and company-specific needs.

A typical agreement with a Reseller is for a term of one year (subject to rolling one-year extensions). According to the terms of our agreements with them, the Resellers are able to purchase our products at a discounted price. Certain of our Resellers act as our only “sales agent” in a single country or region, even though we do not have an exclusivity agreement with any Reseller.

Gibbs’ resellers include eight who comprise the Gibbs “President’s Club.” Each of these eight resellers are independent companies that primarily engage in reselling Gibbs products and that represent the resellers with the highest total sales of Gibbs products for the preceding year. Other than the eight Presidents’ Club resellers, no reseller accounted for more than 0.8% of Cimatron’s total consolidated revenue for the year ended December 31, 2008. Even among the Presidents’ Club members themselves, none accounted for more than 2.1% of Cimatron’s total consolidated revenue during 2008.

There can be no assurance that all existing relationships with our Resellers will be renewed. We believe that with the exception of our President’s Club Members, the termination of our relationship with a single Reseller would not adversely effect us; however, the termination of our relationship with several of our Resellers at approximately the same time or with many of our President’s Club Resellers could adversely affect us. There can be no assurance that, in the event that we lose any of our Resellers, we will be successful in recruiting replacement professional and technically competent Resellers.

Subsidiaries

Our strategy over the years has been to increase our direct involvement in certain key markets in which we felt the Providers were not maximizing the business opportunities, through the formation or acquisition of marketing and support subsidiaries. In furtherance of this strategy, we have incorporated subsidiaries in France, Japan, United Kingdom, China, as well as India, where we formed a subsidiary at the end of 2005 that started commercial activities during the second quarter of 2006. We have also acquired all of the outstanding voting interests in Cimatron Technologies, Inc., our North American Provider, and have had our German subsidiary, Cimatron GmbH, purchase all of the Cimatron-related business of our German Provider, including, as of February 2009, the hiring of the former key employees of Gibbs’ German reseller. During August 2006, we acquired the remaining 69.83% of the outstanding shares of our Korean Provider following which it became a wholly owned subsidiary. In January 2005 we announced the formation of Cimatron Guangzhou, a new joint venture in Guangzhou, China, with SGV, a distributor of our products since 1998. In late 2006 we transferred our business activity in France to an independent provider and substantially ceased the activity of our French subsidiary. During 2007 we transitioned our business activity in the United Kingdom from our United Kingdom subsidiary to an independent Provider with the intent of achieving greater efficiencies in our United Kingdom business. In July 2005, July 2007 and July 2008, we engaged in a series of transactions whereby we acquired an initial 27.5%, an additional 23.5%, and the remaining 49% of the outstanding shares of our Italian Provider, thereby transforming it into our wholly-owned subsidiary. See “Item 5. Operating and Financial Review and Prospects – Overview” for additional details regarding the merger with Gibbs and with respect to the transaction with Microsystem, our Italian Provider and our increase in holdings thereof.

Customers

Our end-users are typically small to medium-sized companies involved in the mechanical engineering and manufacturing industry, subcontractors that supply major corporations within the core mechanical engineering and manufacturing industry and departments or divisions within these major corporations. Our customers are located in over 35 countries worldwide.

In the years ended December 31, 2008, 2007 and 2006, approximately 58%, 66% and 52%, respectively, of our revenues were from Europe; approximately 3%, 4%, and 7%, respectively, of our revenues were from Israel; approximately 12%, 18% and 23%, respectively, of our revenues were from the Far East; approximately 25%, 11% and 17%, respectively, of our revenues were from North America; and approximately 2%, 1%, and 1%, respectively, of our revenues were from other countries.

Geographical Breakdown of Our Revenue

The following tables present a geographical breakdown of our revenues from products and services from the last three years (in thousands of U.S. dollars):

2008

Geographical Region	Products					Services
	Amount		Percent			Amount		Percent



Europe		10,619		53.0	%		13,380		64.0	%

Israel		628		3.1	%		505		2.4	%

Far East		3,277		16.3	%		1,807		8.6	%

North America		5,162		25.7	%		4,954		23.7	%

Other		380		1.9	%		263		1.3	%

Total		20,066		100.0	%		20,909		100.0	%

2007

Geographical Region	Products					Services
	Amount		Percent			Amount		Percent



Europe		8,946		62.4	%		9,885		69.2	%

Israel		507		3.5	%		664		4.6	%

Far East		3,622		25.3	%		1,621		11.3	%

North America		1,176		8.2	%		2,094		14.6	%

Other		80		0.6	%		45		0.3	%

Total		14,331		100.0	%		14,309		100.0	%

2006

Geographical Region	Products					Services
	Amount		Percent			Amount		Percent



Europe		4,027		41.8	%		6,848		58.0	%

Israel		358		3.7	%		1,151		9.7	%

Far East		3,531		36.6	%		1,505		12.7	%

North America		1,397		14.5	%		2,234		18.9	%

Other		329		3.4	%		79		0.7	%

Total		9,642		100.0	%		11,817		100.0	%

Other than our Provider agreements and certain maintenance contracts with customers in Israel, we currently have no significant long-term contracts with any customer, and sales are generally made pursuant to purchase orders received from distributors.

Potential Fluctuations in Operating Results; Seasonality

Potential Fluctuations in Operating Results

See “Item 3 – Risk Factors – We may experience significant fluctuations in our quarterly results, which makes it difficult for investors to make reliable period-to-period comparisons and may contribute to volatility in the market price for our Ordinary Shares” for a discussion of factors that may cause annual or quarterly fluctuations in the results of our operations.

Seasonality

We sell our products to corporations and our sales are therefore subject to the fiscal and budgeting cycles of these corporations. Accordingly, a large percentage of our sales occur in the fourth quarter, while sales in the third quarter are traditionally lowest due to the summer vacation and in the first and second quarters sales are slower than in the fourth quarter but higher than in the third quarter. Nevertheless, there have been certain years with a different seasonality pattern, and we cannot guaranty that such a pattern will hold true in every future year.

Organizational Structure

As of May 31, 2009, our principal shareholder, DBSI, holds 4,265,950 shares, representing approximately 46.6% of our outstanding share capital, and (subject to applicable limitations imposed by US securities laws and regulations and the Israeli Companies Law) effectively has the ability to control the outcome of most matters submitted to a vote of our shareholders. Until June 2008, Koonras Technologies Ltd. (“Koonras”), held 2,554,360 of our Ordinary Shares. On June 3, 2008, Koonras sold 854,360 Ordinary Shares to 3Kotek 2 B.V. (“Kotek”). See “Item 7. Major Shareholders and Related Party Transactions” for additional details.

For information about Cimatron’s subsidiaries and its beneficial ownership therein, see Exhibit 8.1.

Property, Plants and Equipment

We do not own any real property. We lease the office premises that we occupy in Givat Shmuel, Israel from a private commercial property owner pursuant to the terms of a lease agreement we entered into in February 2003. Until January 2006 we occupied an aggregate of approximately 2,100 square meters at this facility. As of January 10, 2006, we occupy approximately 1,750 square meters at this facility. The initial term of this lease expired on June 30, 2006 and, after we exercised our option to extend the lease for an initial period of three years, we have further extended the lease for an additional five years, through June 30, 2014, and reduced the occupied space to approximately 1,491 square meters. In 2008, the aggregate annual lease payments for the office premises were approximately $349,000.

Following the merger with Gibbs, we lease office space in Moonpark, California from a limited liability corporation controlled by Mr. Gibbs. In connection with the merger with Gibbs, the termination date of the lease was advanced from 2020 to December 31, 2012, with an option for us to extend the lease for an additional 5 years. The rent due to be paid during the initial term is $24,710 per month.

The following table presents a breakdown of our approximate aggregate annual lease payments for office premises worldwide for the year 2008 (in thousands of U.S. Dollars):

ENTITY	LOCATIONS	APPROXIMATE ANNUAL EXPENSE (in thousands of US$)




Headquarters in Israel	Givat Shmuel	349

Cimatron Gibbs LLC	Moonpark, California	311

North American subsidiary	Michigan and Illinois (U.S.)*	63

German subsidiary	Ettlingen, Hamm, Nurenberg, Koln and Ismaning	253

Italy	Bologna, Milano, Ancona, Treviso	218

Japanese subsidiary	Tokyo	5

Chinese subsidiaries	Beijing, Wuxi, Chengdu, Shanghai Guangzhou, Fujian, Wuhan	79

Korean subsidiary	Seoul	26

India subsidiary	Pune	1

	Total	1,305

* These offices are responsible for our selling and marketing activities in Canada as well.

Item 4A.

Unresolved Staff Comments.

Not Applicable

Item 5.

Operating and Financial Review and Prospects.

Overview

We have consummated various important acquisitions that have impacted our results of operations over the past few years. In July 2005 we acquired an initial 27.5% of the shares of Microsystem Srl, our Italian distributor, for 575,000 Euro. Pursuant to the exercise of two call options that were granted to us as part of the relevant transactions, we acquired the remaining 72.5% of Microsystems, in two stages of 23.5% and 49%, in July 2007 and July 2008, respectively, for aggregate consideration of $599,250, and, $1.25 million, respectively. We accounted for the original acquisition under the equity method, and, accordingly, as of July 1, 2005, we commenced recording our share of Microsystems’s profits or losses in our consolidated financial statements. Following our exercise of the first call option and the increase in our holding in Microsystem to 51% in July 2007, we fully consolidated the results of Microsystem into our financial statements. Now that Microsystem is our wholly-owned subsidiary, its results will continue to remain fully consolidated with those of our parent company.

During January 2008, we merged Gibbs System, Inc., also known as Gibbs & Associates, with and into a newly established US subsidiary (Cimatron Gibbs LLC) of Cimatron Technologies Inc, our US subsidiary. As consideration in the transaction, we paid to Mr. William F. Gibbs, founder, Chairman and CEO of Gibbs System, and its sole shareholder, approximately $5 million in cash, as well as 1,500,000 newly issued Ordinary Shares of Cimatron. Following such transaction, Cimatron Gibbs LLC acts as a separate unit in the Cimatron group that is responsible for the marketing, selling and developing of the GibbsCAM product family, in substantially the same manner as conducted prior to the merger.

In June 2009, we released our newest major version of Cimatron E (Version 9.0), which enables toolmakers and manufacturers of complex discrete parts to step up to new levels of productivity and which introduces breakthrough improvements, as described in greater detail in “Item 4- Business Overview” above.

Revenues

We derive revenues mainly from (a) sale of our products, including software and hardware components, and (b) services which include primarily maintenance fees and the provision of technical support for our software products and, to a lesser extent, fees from the provision of engineering, training, consulting and implementation services. Revenues from sales of our products are generated by a relatively large number of sales and no one customer accounts for a material portion of our revenues. We provide maintenance services mainly pursuant to maintenance contracts, which usually provide for annual maintenance fees. Generally, maintenance contracts are for a one-year term. It has been our experience that most of our customers who purchase maintenance contracts elect to receive maintenance services from us on a continuing basis. While customers in most markets do purchase maintenance services from us, most of our customers in the Far East (other than in Japan) generally do not purchase maintenance but instead purchase product upgrades on a case-by-case basis.

Cost of Revenues

Our cost of revenues consists of six major components: (a) the cost of our Israel-based operations, which include primarily salaries (mostly for technical support personnel), subcontractors and facilities costs, (b) hardware costs in Israel and in our subsidiaries, (c) royalties payable to third parties for third party software and maintenance, (d) royalties payable to the Israeli Office of the Chief Scientist and (e) amortization of capitalized software development costs, and (f) amortization of intangible assets.

Software Development Costs

Costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at which time any additional development costs are capitalized. Based on our product development process, technological feasibility is established upon completion of a working model. Any capitalization of software development costs continues up to the time the software is available for general release to customers. However, during 2004, 2006, 2007 and 2008, costs incurred between the completion of the working model and the point at which the products were ready for general release were insignificant. Therefore, all research and development costs incurred in 2004, 2006, 2007 and 2008 have been expensed. In 2005 we capitalized approximately $0.2 million in connection with the development of Cimatron E 7.0.

Primary and Reporting Currency

We market and sell our products and services in Europe, the Far East, North America and Israel and derive a significant portion of our revenues from customers in Europe and Asia. A majority of our revenues in 2005, 2006, 2007 and 2008 were from customers in Europe. Since our financial results are reported in U.S. dollars, decreases in the rate of exchange of non-U.S. dollar currencies in which we make sales relative to the U.S. dollar will decrease the U.S. dollar-based reported value of those sales. To the extent that decreases in exchange rates are not offset by a reduction in our costs, they may in the future materially adversely affect our results of operations.

Our reporting currency is the U.S. dollar while a portion of our expenses, principally salaries and the related personnel expenses are in new Israeli shekels, or NIS. As a result, we are exposed to the risk that the U.S. dollar will devaluate relative to the NIS, or, if the NIS devaluates relative to the U.S. dollar, that the rate of inflation in Israel will exceed such rate of devaluation of the NIS relative to the U.S. dollar or that the timing of such devaluation will lag behind inflation in Israel. Any such U.S. dollar devaluation or excessive Israeli inflation has the effect of increasing the U.S. dollar cost of our operations. In 2006, 2007 and 2008, the U.S. dollar devaluated relative to the NIS, thereby causing an increase in the U.S. dollar cost of our operations. During the first five months of 2009, the trend has been reversed, as the US Dollar has regained value relative to the NIS, and Israeli inflation has slowed. However, if the U.S. dollar cost of our operations in Israel begins to increase once again, our U.S. dollar-measured results of operations will continue to be adversely affected. Following the merger with Gibbs, we anticipate an increase in the relative portion of our U.S. dollar based expenses and revenues as a percentage of our total expenses and revenues. Commencing during the second quarter of 2008, we began taking cost control measures to counter the effect of the weakening U.S. dollar on our financial results. These measures mainly involved cost reductions in Israel and the U.S.

See “- Liquidity and Capital Resources – Impact of Inflation and Devaluation on Results of Operation, Liabilities and Assets” for information relating to our policy of hedging against currency fluctuations.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which were prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate these estimates on an on-going basis. We base our estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amount values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe that application of the following critical accounting policies entails the most significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

We recognize revenues in accordance with the American Institute of Certified Public Accountants Statement of Position 97-2, Software Revenue Recognition, as amended.

Revenues from software license fees are recognized when persuasive evidence of an arrangement exists, the software product covered by written agreement or a purchase order signed by the customer has been delivered, the license fees are fixed and determinable and collection of the license fees is considered probable. When software arrangements involve multiple elements we allocate revenue to each element based on the relative fair values of the elements. Our determination of fair value of each element in multiple element arrangements is based on vendor-specific objective evidence (“VSOE”). We limit our assessment of VSOE for each element to the price charged when the same element is sold separately.

In judging the probability of collection of software license fees we continuously monitor collection and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. In connection with customers with whom we have no previous experience, we may utilize independent resources to evaluate the creditworthiness of those customers. For some customers, typically those with whom we have long-term relationships, we may grant extended payment terms. We perform on-going credit evaluations of our customers and adjust credit limits based upon payment history and the customer’s current creditworthiness, as determined by our review of their current credit information. If the financial situation of any of our customers were to deteriorate, resulting in an impairment of their ability to pay the indebtedness they incur with us, additional allowances may be required.

Most of our software products do not require significant customization or modification. Service revenues include consulting services, post-contract customer support and maintenance and training. Consulting revenues are generally recognized on a time and material basis. Software maintenance agreements provide technical customer support and the right to unspecified upgrades on an if-and-when-available basis. Post-contract customer support revenues are recognized ratably over the term of the support period (generally one year) and training and other service revenues are recognized as the related services are provided. Deferred revenues represent mainly amounts received on account of service agreements.

Our sales are made pursuant to standard purchase orders, containing payment terms averaging between 30 – 120 days. Our arrangements do not substantially include any refund provisions nor are payments subject to milestones. In addition, substantially all of our arrangements do not contain customer acceptance provisions.

Allowance for Doubtful Accounts

We evaluate the collectability of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us (e.g. bankruptcy filings, substantial down-grading of credit ratings), we record a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we recognize reserves for bad debts based on the length of time the receivables are past due and on our historical experience in collecting such receivables.

Operating Results

	December 31,
	2006			2007			2008
	In thousands of US$ (except per share data)


Statement of Income Data:
Revenue:

Products		9,642			14,331			20,066
Services		11,817			14,309			20,909

Total		21,459			28,640			40,975

Cost of revenue:
Products		2,154			3,867			5,725
Services		1,469			1,573			2,044

Total		3,623			5,440			7,769

Gross profit		17,836			23,200			33,206

Research and development costs		4,426			4,281			6,930
Selling, general and administrative expenses		13,362			17,243			25,750

Operating income (loss)		48			1,676			526
Financial income (expenses), net		574			353			(80	)
Other income (expenses)		(5	)		(3	)		-

Income (loss) before taxes		617			2,026			446
Taxes on income		(27	)		-			237

Income (loss) after income taxes		590			2,026			683
Company's equity in results of affiliated company		(105	)		(52	)		-
Minority interest in results of subsidiary		29			(51	)		41

Net income (loss)		514			1,923			724

Net income (loss) per share (basic and diluted)		0.07			0.24			0.08

Weighted average number of shares outstanding		7,835			7,866			9,341

	December 31,
	2006		2007		2008
	In thousands of US$


Balance Sheet Data
Cash and cash equivalents		5,597		9,026		5,727
Long term marketable investments		1,287		1,158		-

Working capital		5,342		6,121		3,816
Total assets		17,907		27,327		33,870
Total liabilities		9,062		16,357		17,667
Shareholders' equity		8,845		10,970		16,203

Revenue

Our total revenues increased to approximately $41.0 million in 2008 from approximately $28.6 million in 2007 and approximately $21.5 million in 2006. Our revenues from the sale of products increased to approximately $20.1 million in 2008 from approximately $14.3 million in 2007 and approximately $9.6 million in 2006. The majority of the increase in the sale of products in 2008 was attributable to (i) the consolidation of Gibbs which began to be reflected in our results from the beginning of the year (ii) the consolidation of Microsystem’s results, which began to be reflected n our results for the third quarter of 2007, but which was first reflected on a full year basis in 2008, and (iii) the Dollar/Euro exchange rates that on average were higher in 2008 than in 2007. As a percentage of revenues, our revenues from the sale of products were approximately 45% in 2006, approximately 50% in 2007 and approximately 49% in 2008. Our revenues from services increased in 2008 to approximately $20.9 million from approximately $14.3 million in 2007 and approximately $11.8 million in 2006. This increase was primarily attributable to the same factors that caused an increase in our products sales over the same period of time. As a percentage of revenues, our revenues from services inecreased during 2008 to approximately 51% from approximately 50% in 2007, whereas such percentage in 2007 constituted a decreased from approximately 55% in 2006.

While in the first and the second quarters of 2008 we had organic revenue growth both from products and services, this trend did not continue in the third and fourth quarters of 2008 due to the global economic downturn.

As 58% of our 2008 revenue was derived from Europe, changes in the Euro – dollar exchange rate can significantly influence our revenues. Throughout 2008, the Euro – dollar exchange rate had an increasing influence on our revenues and results of operation due to the consolidation of Microsystem’s financial results with ours, since substantially all of Microsystem’s revenues are Euro-denominated.

While we believe that the trend of migration of European mold, tool, die and fixture makers operations to low cost labor markets in the Far East, where markets are also characterized by lower prices and by higher usage of pirated copies of software products, may continue, we have previously adjusted our European strategy slightly in order to increasingly focus on penetrating the high end European market, in which such migration is less prevalent. At the same time, we continue with our sales efforts in China and in other emerging markets. In addition, following the Gibbs acquisition, we have begun to introduce the GibbsCAM product line into our legacy Cimatron sales channels in Germany, Italy, China, South Korea and Israel, and ultimately in all our other sales channels.

Cost of Revenue

Cost of revenue increased in 2008 to approximately $7.8 million from approximately $5.4 million in 2007 and approximately $3.6 million in 2006. The increase in 2008 was mainly due to (i) the consolidation of Gibbs-related costs starting in the first quarter of 2008 and (ii) the consolidation of Microsystem-related costs for the full year of 2008 as opposed to merely for the last two quarters of 2007, while the increase in 2007 relative to 2006 was primarily due to the consolidation of Microystem’s results starting in the third quarter of 2007.

Gross Profit

Gross profit, as a percentage of total revenue, was 81.0%, 81.0% and 83.1% in 2008, 2007 and 2006, respectively. While the percentage in 2008 was the same as in 2007, it should be noted that in 2008, the cost of revenue included $588,000 of non-cash amortization expense attributable to the amortization of part of the acquired intangible assets of Gibbs. There was no amortization of these assets in 2007, as the Gibbs merger took place in January 2008. Accordingly, excluding this amortization, our gross margin in 2008 was higher than in 2007, mainly due to a different revenue mix, with a lower percentage of third party hardware products sales and a higher percentage of software and services sales.

The decrease in percentage of gross profit, as a percentage of total revenue, in 2007 relative to 2006 was primarily due to the consolidation of Microystem’s results starting in the third quarter of 2007, as a portion of Microsystem’s product revenues include hardware sales, which feature lower gross profit margins than software.

Research and Development, Patents and Licenses, etc.

Research and development costs primarily consist of salaries and related costs of employees engaged in ongoing research, design and development activities. Research and development costs were $6.9 million in 2008, $4.3 million in 2007 and $4.4 million in 2006. The increase in research and development costs in 2008 was primarily due to consolidation of Gibbs results from the first quarter of 2008. In 2007 we had maintained the same level of research and development activity as in 2006.

Selling, General and Administrative Expenses

Selling expenses consist of costs relating to promotion, advertising, trade shows and exhibitions, compensation (including sales commissions), sales support, travel and travel-related expenses and royalties to the Fund for the Encouragement of Marketing of the Government of Israel, or the Marketing Fund (when applicable), including all such expenses for our subsidiaries. We did not receive any grants from the Marketing Fund in the years 2006, 2007 or 2008 and do not expect to receive any such grants in the future. General and administrative expenses consist of (a) compensation costs for administration, finance and general management personnel, (b) office maintenance and administrative costs, (c) rent, (d) fees paid to DBSI and Koonras for management services (e) reserves for doubtful debts and (f) amortization of investment in acquired companies.

Selling, general and administrative expenses increased to $25.8 million in 2008 from $17.2 million in 2007 and $13.4 million in 2006. The main reason for the increase in 2008 was the consolidation of Gibbs’ results from the first quarter of 2008, and the full year consolidation of Microsystem’s results in 2008, as compared to only second half year consolidation in 2007. In 2008, the general and administrative expenses included $400,000 of non-cash amortization expense stemming from the amortization of part of the acquired intangible assets of Gibbs and Microsystem, while in 2007 such expenses included only $95,000 of non-cash amortization expense related to the acquired intangible assets of Microsystem. The primary reason for the increase in selling, general and administrative expense in 2007 relative to 2006 was the consolidation of Microystem’s results starting in the third quarter of 2007, but it was also attributable to our increasing selling and marketing expenses aimed at enhancing our sales and marketing efforts in some selected markets. As our operations in Europe are in Euro, we also faced in 2007 higher expenses in dollars relative to 2006 terms due to the relative weakness of the US dollar in comparison to the Euro. Commencing with the third quarter of 2007, the Euro – dollar exchange rate has had an increasing influence on our revenues and results of operation due to the consolidation of Microsystem’s financial results with ours, as substantially all of Microsystem’s revenues and expenses are Euro-denominated.

Financial Income (Expenses), net

Financial income (expenses), net, consists primarily of interest earned on our cash reserves, gains (losses) from sale of bonds and funds, as well as interest on trade receivables and tax rebates and currency translation adjustments between the U.S. dollar exchange rate and the NIS and Euro exchange rates, imposed on our assets and liabilities. Financial income (expense), net, was $(0.1) million in 2008 compared to $0.4 million in 2007 and $0.6 million in 2006. The decrease in financial income, net, in 2008 was due primarily to the fact that in 2008 we had financial expenses as a result of the weakening Euro and Israeli Shekel against the Dollar, while over the course of all of 2007, we had financial income, mainly for the opposite reason. Also, during 2008, the interest that we received on our cash reserves was significantly lower than in 2007, due to the global trend of reduced interest rates. Moreover, the $6 million aggregate considerations, that we paid in the merger with Gibbs and the acquisition of the last 49% of Microsystem’s shares was funded from our accumulated cash and cash equivalents; therefore, we had a lower interest-bearing cash balance in 2008 as compared to 2007.

The decrease in financial income, net in 2007 relative to 2006 was attributable to changes in currency exchange rates that reduced such income.

Net Income (Loss)

We recorded net income of approximately $0.7 million, $1.9 million and $0.5 million in 2008, 2007 and 2006, respectively. We cannot be certain that we will maintain profitability on a quarterly or annual basis. If the percentage of our overall revenues comprised by service revenue increases, our gross margins and profitability will likely be adversely affected. In addition, if our revenues from the sale of products decreases, such decrease may adversely affect our future service revenues, as it may result in a smaller user base to purchase service contracts from us. See “Item 3 – Risk Factors.” For a geographical breakdown of our revenues, please refer to “Item 4 – Information on the Company – Geographical Breakdown of our Revenue.”

Effective Corporate Tax Rate

We and each of our subsidiaries are subject to corporate taxes in various countries in which we and they operate. In Israel we received a final tax assessment through the tax year ended December 31, 2006. Generally, as of January 1, 2009, Israeli companies are subject to corporate tax of 26% on taxable income and are subject to capital gains tax at a rate of 25% on capital gains derived after January 1, 2003 (other than capital gains from the sale of listed securities, which are subject to tax at the current rate of 26%). The corporate tax rate was reduced in July 2005, from 31% for the 2006 tax year to 29% for the 2007 tax year, 27% for the 2008 tax year, 26% for the 2009 tax year and 25% for the 2010 tax year and thereafter. However, the effective tax rate payable by a company that derives income from an Approved Enterprise (as discussed below) may be considerably less. We believe that our effective tax rates in the U.S., Germany, Italy, France, the U.K., China, Japan, India and Korea would have been approximately 34%, 25%, 31%, 33%, 19%, 35%, 31%, 34% and 27.5%, respectively, for the year ended December 31, 2008, had we not incurred tax losses in such countries. We believe that we had tax loss carryforwards in Israel in the aggregate amount of $4.7 million as of the end of 2008. In addition, as of December 31, 2008, we had approximately $2.8 million in net operating loss carryforwards in France, $0.5 million in North America, $0.4 million in the U.K and $0.1 million in Korea. There can be no assurance that we will be able to use all the above-mentioned tax loss carryforwards at any time in the future. We expect that if our profits increase and our subsidiaries utilize their respective loss carryforwards, particularly in countries with relatively high corporate tax rates, our consolidated effective tax rate will increase.

We have been previously granted “Approved Enterprise” status under the Israeli Law for the Encouragement of Capital Investments, 1959. Consequently, we were eligible for certain Israeli tax benefits. Income derived from our Approved Enterprise plan was exempt from tax for a period of two years, commencing in the first year in which we generated taxable income from such Approved Enterprise (subsequent to use of all Israeli tax loss carryforwards), and was subject to a reduced tax rate of 25% for a further five years, respectively. See Note 13 of the notes to our consolidated financial statements included elsewhere in this annual report.

Liquidity and Capital Resources

We finance our operations primarily from funds provided by operations and, to a lesser extent, from accumulated cash and cash generated by the sale of our investments. We believe that our accumulated cash, in addition to cash generated from operations and available funds, will be sufficient to meet our cash requirements for working capital and capital expenditures for at least the next 12 months. Thereafter, if cash generated from operations is insufficient to satisfy our liquidity requirements, we may sell additional equity or debt securities or obtain credit facilities. Prior to the closing of the merger with Gibbs we obtained two credit lines from banks for an aggregate amount of $8 million. Annual interest rates may vary from Libor + 0.9% to Libor +1.2%. Both credit lines are secured by negative pledges and certain financial covenants, such as minimum equity and minimum equity as percentage of total balance sheet assets, maximum financial debt and maximum financial debt as a percentage of total balance sheet assets, minimum cash balance, minimum current ratio, minimum EBITDA and maximum ratio between financial debt and EBITDA. As of March 31, 2009, there was no outstanding amount drawn thereunder. Given the current global financial crisis, there is no assurance that if and when we would need to draw upon these credit lines, we would be in compliance with the covenants under these credit lines, the banks from which we obtained the credit lines would agree to provide to us any credit without further covenants or guarantees, or that they would agree to provide us any credit at all.

As of December 31, 2008, we had $5.7 million in cash and cash equivalents. During 2008, net cash provided by operating activities was $2.8 million, and was mainly comprised of our net profit of $0.7 million, decrease in accounts receivable and prepaid expenses of $2.5 million, non-cash use of depreciation and amortization of $1.6 million, partially offset by decrease in trade payables, accrued expenses and other liabilities of $1.7 million, and decrease in deferred taxes of $0.4 million.

During 2008, net cash used in investing activities was $5.2 million, and was mainly comprised of $4.8 million (including expenses) net cash that was used in the merger with Gibbs, $1.3 million (including expenses) of cash that was used in the acquisition of the remaining 49% of the stock of Microsystem and $0.4 million used for capital expenditures, partially offset by $1.2 million of proceeds from the sale or redemption of bonds. Our capital expenditures for 2008 were mostly for the purchase of computers, computer equipment and other office equipment

During 2008, net cash used in financing activities was $0.8 million, and was mainly comprised of $0.6 million repayment of short term bank credit, and $0.2 million used pursuant to our share repurchase program that was announced in June 2008.

As of December 31, 2008, Microsystem had outstanding a long-term government loan of $0.4 million, of which $0.15 million to be repaid during 2009.

These activities caused our aggregate amount of cash and cash equivalents to decrease to $5.7 million as of December 31, 2008, as compared to $9 million as of December 31, 2007: our long-term marketable investments to decrease to $0 million as of December 31, 2008, as compared to $1.2 million as at December 31, 2007: our short-term credit to be reduced to $0.2 million as of December 31, 2008, as compared to $0.8 million as at December 31, 2007: and our long-term credit to be reduced to $0.3 million as of December 31, 2008, as compared to $0.4 million as at December 31, 2007.

As of December 31, 2008, our working capital was $3.8 million and our total assets were $33.9 million, compared to $6.1 million and $27.3 million, respectively, as of December 31, 2007. The decrease in working capital resulted mainly from a decrease in cash and cash equivalents due to the Gibbs merger and the final payment for the Microsystem acquisition, The change in total assets resulted mainly from the consolidation of Gibbs’ financial statements starting in the first quarter of 2008.

Our trade receivables, net of allowance for doubtful accounts totaled $7.1 million on December 31, 2008, compared to $7.3 million on December 31, 2007. The collection cycle remained practically unchanged during 2008 compared to 2007. We believe that, generally, the quality of receivables remained unchanged and we will continue our efforts to shorten our collection cycles. Nevertheless, given the current global economic downturn, we cannot guaranty that collection cycles from one or more of our customers or providers and resellers will not lengthen relative to the past.

Concentration of credit risk.

Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents, short-term investments and accounts receivable. Our cash and cash equivalents and short-term investments are invested in deposits mainly with major banks in the United States, Europe and Israel. We believe that the financial institutions holding our cash funds are financially sound. Our accounts receivable are generated from a large number of customers located in Europe, Asia, the United States and Israel. We perform ongoing evaluations of our accounts receivable and maintain an allowance for doubtful accounts that we believe is adequate to cover all anticipated losses with respect to our accounts.

Impact of Inflation and Devaluation on Results of Operations, Liabilities and Assets

Although part of our revenues are denominated and paid in U.S. dollars, the majority are not so denominated and paid. Therefore we believe that inflation and fluctuations in the U.S. dollar exchange rate may have a material effect on our revenue. The cost of our Israel operations, as expressed in U.S. dollars, is influenced by the extent to which any increase in the rate of inflation in Israel is not offset (or is offset on a lagging basis) by a devaluation of the NIS in relation to the U.S. dollar.

The exchange rate between NIS and the U.S. dollar decreased overall during 2008 but has increased during the past 8 months (October 2008 – May 2009) from a low of NIS 3.464 to the dollar to a high of NIS 4.268 to the dollar (with a current exchange rate in the approximate range of NIS 3.900 to NIS 4.000 per U.S. dollar). The high and low exchange rates between the NIS and U.S. dollar during the 6 most recent months, as published by the Bank of Israel, were as follows:

MONTH	LOW (1 U.S. dollar =__ NIS)	HIGH (1 U.S. dollar = __ NIS)




December 2008	3.677	3.981

January 2009	3.857	4.065

February 2009	4.012	4.191

March 2009	3.745	4.245

April 2009	3.995	4.268

May 2009	3.913	4.251

The average exchange rate, using the average of the exchange rates on the last day of each month during the period, for each of the five most recent fiscal years, was as follows:

Period	Exchange Rate




January 1, 2004 - December 31, 2004	4.478 NIS/$1
January 1, 2005 - December 31, 2005	4.503 NIS/$1
January 1, 2006 - December 31, 2006	4.466 NIS/$1
January 1, 2007 - December 31, 2007	4.085 NIS/$1
January 1, 2008 - December 31, 2008	3.591 NIS/$1

In 2006, the rate of Israeli inflation was approximately (0.1)% and the U.S dollar devaluated against the NIS by 8.2%. In 2007, the rate of Israeli inflation was approximately 3.4% and the U.S dollar devaluated against the NIS by 9.0%. In 2008, the rate of Israeli inflation was approximately 3.8% and the U.S dollar devaluated against the NIS by 1.1%.

Since our financial results are reported in dollars, fluctuations in the rates of exchange between the dollar and non-dollar currencies may have a material effect on our results of operations. We therefore use currency exchange forward contracts and currency exchange options to hedge the impact of the variability in the exchange rates on future cash flows from certain Euro-denominated transactions, as well as certain NIS-denominated expenses. Our policy is to hedge up to 100% of our Euro denominated future cash flows to protect against a reduction in reported operating income arising from decreases in the Euro – U.S. dollar exchange rate and to hedge up to 100% of our NIS denominated expenses to protect against an increase in reported expenses arising from increases in the U.S. dollar – NIS exchange rate. However, we may decide not to hedge in accordance with this policy where, in our judgment, the applicable exchange rate is sufficiently low. The counter-parties to our forward contracts and currency exchange options are major financial institutions with high credit ratings. We believe the risk of incurring losses on such forward contracts and currency exchange options related to credit risks is remote and that any losses would be immaterial. As of December 31, 2008 we had currency exchange forward transactions to sell 1.8 million Euro for a total amount of $2.6 million until December 31, 2009, and had currency exchange forward transactions to sell $8.1 million for a total amount of NIS 31.4 until December 31, 2009. As of May 31, 2009, we had currency exchange forward transactions to sell 2.8 million Euro for a total amount of $3.92 million until December 2009, and had currency exchange forward transactions to sell $6.6 million for a total amount of NIS26.1 million until June, 2010. See “Item 11 – Quantitative and Qualitative Disclosure about Market Risk” for a description of hedging and other similar transactions.

Research and development, patents and licenses, etc.

We conduct our research and development operations primarily in Israel and to a small extent in Russia. Following the merger with Gibbs in January 2008 we now also have substantial research and development operations in California. Our research and development efforts have been financed through internal resources and through plans sponsored by the Chief Scientist of the Government of Israel, or the OCS. In the years ended December 31, 2006, 2007 and 2008, our gross research and development expenditures were $4.4 million, $4.3 million and $7.1 million, respectively (21%, 15% and 17% of total revenues, respectively). Prior to 2001, we were granted royalty-bearing grants from the OCS for research and development activities. Under the provisions of Israeli law in effect until 1996, royalties of 2%-3% of the revenues derived from the sale of software products developed under a research and development program funded by the OCS and certain related services must be paid to the State of Israel. Pursuant to an amendment effected in 1996 effective with respect to OCS plans funded in or after 1994, royalties generally at the rate of 3% during the first three years, 4% over the following three years and 5% in or after the seventh year of the revenues derived in connection with products developed according to such plans are payable to the State of Israel. The maximum aggregate royalties will not exceed 100% (for funding prior to 1994, 100% to 150%) of the U.S. dollar-linked value of the total grants received. Pursuant to an amendment effected in 2000, effective with respect to OCS plans funded in or after 2000, the royalty rates described above were updated to 3% during the first three years and 3.5% in or after the fourth year, of the revenues derived in connection with products developed under such plans. Pursuant to an amendment effected on January 1, 1999, effective with respect to OCS plans approved in or after 1999, funds received from the OCS shall bear annual interest at a rate equal to LIBOR for twelve months. As of December 31, 2008, our contingent liability with respect to such grants was approximately $1 million, including applicable interest, contingent upon our generating revenues from sales of products developed with funds provided by the OCS.

We believe that the majority of products that we have sold since January 1, 2005 are not based on technology developed with funds provided by the OCS and that, accordingly, such sales should not be subject to the payment of royalties to the OCS. Therefore, the royalty reports we have submitted to the OCS for the period starting January 1, 2005 and thereafter have reflected significantly reduced royalty obligations in comparison to our royalty reports for the years prior to 2005. In addition, during the second half of 2005 we initiated a process with the OCS in an attempt to obtain the agreement of the OCS with our position and to the cessation of our obligation to pay future royalties. Following this application and further correspondence between the OCS and us, the OCS appointed an external professional examiner to examine our claim from a technological point of view. This examiner submitted his report to the OCS in November 2005. In December 2005, the OCS appointed a second professional examiner to submit a second opinion regarding our technological claim. During January 2006 our management met with the OCS in an attempt to, among other things, accelerate the OCS’s treatment of our application. In September 2006 we received a letter from the OCS rejecting our application. Following further inquiries made by us, we continued corresponding with the OCS and in January 2007 our management met again with the OCS. As a result of this meeting the OCS agreed to continue its examination of our application. In July 2007 we met with an OCS examiner and two additional OCS representatives. We followed up on this meeting via further inquiries to the OCS staff as to when they expect to conclude their examinations and provide a final decision; however, to date, we have not received any final decision from the OCS.

Although we believe we have strong arguments to support our position, we have accrued royalty expenses in the amount of $2.7 million in our financial reports for the periods from January 1, 2005 through March 31, 2009, but we have not paid to the OCS any royalties associated with the products mentioned above. In light of the above-mentioned facts, we continue to evaluate and consider our next steps with the OCS, including without limitation, whether further royalty expense accruals will be necessary. See “Item 3. Risk Factors – We may be required to pay royalties to the OCS in respect of sales since January 1, 2005” for a discussion of the risks to us arising from the possibility that we may be obligated to pay to the OCS the amount we have accrued with regard to this issue or even more than such amount.

The State of Israel does not own proprietary rights in technology developed with OCS funding and there is no restriction on the export of products manufactured using technology developed with OCS funding. The technology is, however, subject to transfer restrictions, as described below. These restrictions may impair our ability to sell our technology assets or to outsource manufacturing and the restrictions continue to apply even after we have paid the full amount of royalties payable for the grants. In addition, the restrictions may impair our ability to consummate a merger or similar transaction in which the surviving entity is not an Israeli company.

The transfer to a non-Israeli entity of technology developed with OCS funding, including pursuant to a merger or similar transaction, and the transfer of rights related to the manufacture of more than ten percent of a product developed with OCS funding are subject to approval by an OCS committee and to the following conditions:

—

Transfer of Technology. If the committee approves the transfer of OCS-backed technology, such a transfer would be subject to the payment to the OCS of a portion of the consideration we receive for such technology. The amount payable would be a fraction of the consideration equal to the relative amount invested by the OCS in the development of such technology compared to our total investment in the technology, but in no event less than the amount of the grant. However, in the event that in consideration for our transfer of technology out of Israel we receive technology from a non-Israeli entity for use in Israel, we would not be required to make payments to the OCS if the approval committee finds that such transfer of non-Israeli technology would significantly increase the future return to the OCS.

—

Transfer of Manufacturing Rights. The committee is authorized to approve transfers of manufacturing rights only if the transfer is conditioned upon either (1) payment of increased aggregate royalties, ranging from 120% to 300% of the amount of the grant plus interest, depending on the percentage of foreign manufacture or (2) a transfer of manufacturing rights into Israel of another product of similar or more advanced technology.

—

Merger or Acquisition. If the committee approves a merger or similar transaction in which the surviving entity is not an Israeli company, such a transaction would be subject to the payment to the OCS of a portion of the consideration paid. The amount payable would be a fraction of the consideration equal to the relative amount invested by the OCS in the development of such technology compared to the total investment in the company, net of financial assets that the company has at the time of the transaction, but in no event less than the amount of the grant.

In the event that the committee believes that the consideration to be paid in a transaction requiring payment to the OCS pursuant to the provisions of the law described above does not reflect the true value of the technology or the company being acquired, it may determine an alternate value to be used as the basis for calculating the requisite payments.

In the years ended December 31, 2006, 2007 and 2008, we paid or accrued royalties to the OCS in the amount of $0.7 million, $0.8 million and $0.5 million, respectively. We intend to consider whether further accruals will be necessary in light of the facts described above concerning our application to the OCS to recognize our claim that we are no longer obligated to pay royalties on a majority of our sales subsequent to January 1, 2005.

In addition to the OCS grants, we received grants from the Fund for the Encouragement of Overseas Marketing of the Israeli Government’s Ministry of Industry and Trade, with respect to which we are obligated to pay royalties amounting to 3% to 4% of the incremental exports, up to a maximum of 100% of the grants received. Our contingent liability as of December 31, 2008 with respect to such grants was $0.6 million, contingent upon our incremental exports.

In addition, we are currently participating in a four year project of the European Sixth Research and Technological Development Framework Program, as part of a consortium led by European companies, with respect to machining of very high precision parts and molds aimed at mass production of optical lenses. Grants received under this project are not subject to any future royalty payments. In 2008 and 2007 we recorded in our profit and loss statements $121,000 and $16,000, respectively, of grants received.

Trend Information

We are subject to various trends and uncertainties in the CAD/CAM business, including changing customer demands, new products developed by competitors, consolidation of operations and the use of cost-cutting measures. Following is a summary of the material trends and uncertainties influencing our operations:

Cash and Cash Equivalents. The consideration in the merger with Gibbs and the consideration for our acquisition of the remaining 49% of Microsystem, including related costs, were funded from accumulated cash and cash equivalents, thereby reducing our cash and cash equivalents in 2008 by approximately $6.0 million.

Merger with Gibbs, Acquisition of Microsystem, and Related Effects. As a result of the merger with Gibbs we have experienced an increase in the following: (i) the Company’s overall expenses and revenues; (ii) relative portion of the U.S. dollar based expenses and revenues of the Company group; and (iii) geographic diversity due mainly to increase in sales in the U.S. market. As a result of our completion of our acquisition of Microsystem and the consolidation of Microsystem’s results with ours (commencing in the third quarter of 2007, but first reflected on a full year basis in 2008), we have experienced (a) a further increase in our overall expenses and revenues and (b) an increase in the European portion of our revenues and product sales, and related expenses.

Migration to Far East. Many mold, tool, die and fixture makers as well as discrete part manufacturers have migrated or intend to migrate their operations to markets in the Far East, such as China, in order to take advantage of the relatively lower cost of labor available in those markets for the manufacturing activities. We anticipate that this migration will continue and have expanded our operations in Asia, including in China, South Korea and India, in order to increase our share of those growing markets. Many of those markets, including China, South Korea and India, are characterized by lower prices and by higher usage of pirated copies of software products. While those markets are also often much larger than a number of our traditional markets in Europe, to the extent that we cannot offset the effects of lower prices and higher incidents of pirated software usage, our revenues and profitability may be adversely affected.

Maintenance Revenues. It has been our experience that most of our customers who purchase maintenance contracts elect to receive maintenance services from us on a continuing basis. While customers in most markets do purchase maintenance services from us, our customers in the Far East (other than in Japan, and South Korea to a certain extent) generally do not purchase maintenance but instead purchase product upgrades on a case-by-case basis. Accordingly, our maintenance revenues may be adversely impacted to the extent that our customer base shifts to those markets in the Far East where customers often do not purchase maintenance and there is no corresponding increase in customers in other markets.

Decrease in prices. The strong competition in the software business generally, and in the CAD/CAM business specifically, has caused prices of products in our industry to decrease. Such decrease in software prices has resulted in a decrease in our revenues and thus in our profits. As a result, we have been forced to employ cost-cutting measures. If the foregoing trend continues, we may have to employ additional cost-reduction measures.

Risk factors. In addition, our results of operations and financial condition may be affected by various other factors discussed in “Item 3 – Key Information – Risk Factors”, including market acceptance of our products, changes in political, military or economic conditions in Israel and in the Middle East, general slowing of local or global economies and decreased economic activity in one or more of our target industries.

E.	OFF-BALANCE SHEET ARRANGEMENTS

Other than as discussed below, we are not party to any off-balance sheet arrangements or subject to any contingent liabilities.

1. With respect to our contingent liability relating to payment of royalties to the OCS, see ” – Research and development, patents, licenses, etc.” above.

2. As consideration for grants received from the Fund for the Encouragement of Overseas Marketing of the Israeli Government’s Ministry of Industry and Trade, we are obligated to pay the Fund royalties amounting to 3% to 4% of the incremental exports, up to a maximum of 100% of the grants received. Our contingent liability as of December 31, 2008 was $0.6 million, contingent upon our incremental exports.

F.	TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table summarizes our contractual obligations and commercial commitments as of December 31, 2008:

Contractual Obligations as of December 31, 2008	Payments due by Period (US$, in thousands)
Contractual Obligations as of December 31, 2008	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years



Operating Leases		5,319		1,599		3,132		588		-
Purchase Obligations and
Commitments ⁽¹⁾		2,014		1,004		742		268		-
Other Long-Term Liabilities		⁽²⁾ 3,933		3,933		-		-		-
Total Contractual Cash
Obligations		11,266		6,536		3,874		856		-

(1) Certain obligations to software vendors reflected in the amounts recorded in this row assume that we achieve minimum revenue levels. To the extent that our revenues are lower than such minimum levels, our obligations will be reduced accordingly.

(2) Represents a provision for future severance pay obligations.

G.	Safe Harbor

This annual report on Form 20-F contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “Safe Harbor Provisions’”). These are statements that are not historical facts and include statements about our beliefs and expectations. These statements contain potential risks and uncertainties, and actual results may differ significantly. Forward-looking statements are typically identified by the words “believe,” “expect,” “intend,” “estimate” and similar expressions. Such statements appear in this annual report and include statements regarding the intent, belief or current expectation of the Company or its directors or officers. Actual results may differ materially from those projected, expressed or implied in the forward-looking statements as a result of various factors, including, without limitation, the factors set forth in Item 3 (“Key Information”) under the caption “Risk Factors” (“Cautionary Statements”). Any forward-looking statements contained in this annual report speak only as of the date hereof, and we caution potential investors not to place undue reliance on such statements. We undertake no obligation to update or revise any forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the Cautionary Statements.

Item 6.

Directors, Senior Management and Employees.

Directors and Senior Management

As of the date of this annual report, our directors, senior management and key employees are as follows:

Name	Age	Position




Yossi Ben Shalom	54	Chairman of the Board
William F. Gibbs	55	Vice Chairman of the Board
Barak Dotan	41	Director
Yoel Rosenthal	54	Director
David Golan	68	Director
Eti Livni	60	External Director
Rami Entin	58	External Director
Dan Haran	51	President and Chief Executive Officer
Ilan Erez	41	Chief Financial Officer

Yossi Ben Shalom is a co-founder of DBSI Investments Ltd. Prior to establishing DBSI Investments, Mr. Ben Shalom served as Executive Vice President and Chief Financial Officer of Koor Industries Ltd. (NYSE:KOR), from 1998 through 2000. Prior to that, he served as Chief Financial Officer of Tadiran Ltd. Mr. Ben Shalom has also been an active director on numerous boards, such as NICE Systems (NASDAQ:NICE), Machteshim Agan, Bank Klali and others. Mr. Ben Shalom holds a bachelor’s degree in economics and a master’s degree in business administration from Tel Aviv University.

William F. Gibbs is the founder of Gibbs System, Inc. (aka Gibbs and Associates), the makers of GibbsCAM. He joined Cimatron in January 2, 2008, with the merger of Gibbs into Cimatron’s wholly owned subsidiary. Mr. Gibbs worked as a mechanical design engineer from 1972 to 1978. He designed his first CAM system for the Hasbach Co., as their VP of software development from 1978 to 1982. He started Gibbs and Associates as a contract programming service for CNC part programming in 1982, beginning CAM software development for the Macintosh computer in 1984. GibbsCAM, the 2^nd generation Gibbs software, was first released in 1993. Mr. Gibbs holds a Bachelor of Science degree in computer science from the California State University at Northridge California.

Barak Dotan is a co-founder of DBSI Investments Ltd. Prior to establishing DBSI Investments, Mr. Dotan worked as Product Manager for Jacada (NASDAQ:JCDA), formerly CST and later managed private investments in high-tech and other areas. Mr. Dotan graduated summa cum laude from the Hebrew University of Jerusalem with a bachelor’s degree in computer science and business administration.

Yoel Rosenthal has been the CFO of DBSI Investments Ltd. since 2001. Prior to joining D.B.S.I., Mr. Rosenthal was a founder and partner of a private accounting firm in Israel, Bruckner, Rosenthal, Ingber &Co. Prior to that he held the position of Loan Officer for multinational corporations at the Bank of Montreal in the USA. Mr. Rosenthal holds an MBA from the University of California in Los Angeles and a BA in Economics and Accounting from Tel Aviv University.

David Golan has been a director on our Board since 1992 and is a former Chairman of the Board. Mr. Golan is currently an independent businessman and a director. Previously he was an executive director in the Binat Group and served on the board of directors of several public and private companies. From May 1998 to September 2000 Mr. Golan was Managing Director in charge of Zeevi Holdings’ investments, not including ZCT. From March 1997 to May 1998, he was the Chief Executive Officer of Clal Trading Ltd., a subsidiary of the IDB group. From 1992 to March 1997, he was Executive Vice President of Clal Trading. Mr. Golan was formerly president of Gal Weisfield Industries Ltd. Mr. Golan holds a bachelors degree in economics and statistics from Hebrew University in Jerusalem and a master’s degree in business administration from New York University.

Eti Livni is currently active as a lawyer in commercial issues, environmental issues, intellectual property and also serves as an arbitrator and mediator in various disputes. Mrs. Livni also currently serves as a director in various Israeli public companies, including the Israel Military Industry (IMI), New Makefet Pension and Benefit Funds Management Ltd., and Alrov Ltd. From 2003 until 2006, Mrs. Livni served as a member of the 16th Knesset and as a member of several Knesset committees. From 1999 until 2006, Mrs. Livni was a member of the Shinui Party and was also acting as head of the women’s section in the party. From 1995 until 2003, Mrs. Livni acted as a member of the managing committee of the Israeli Bar Association and as a member of the Association’s ethics committee. Mrs. Livni holds an L.L.B from the Hebrew University of Jerusalem, and is a certified lawyer in Israel.

Rami Entin currently serves as a director of ECtel Ltd., a NASDAQ-traded company that develops and markets fraud prevention and revenue assurance solutions for circuit-switched and packet-switched wireline and wireless networks, and is an external director of Solomon Holdings Ltd., an Israeli publicly traded construction company. Mr. Entin is also a director of Hilan-Tech Ltd., of Incentives Solutions Ltd. and of Gilon Business Insight Ltd., and serves as an external director of B.S.P. Biological Signals Processing Ltd. From 2002 until 2003, Mr. Entin was the chairman of the Hashavim Group, a data center for direct taxation and employment laws and a processor of wages and personnel data. From 1999 until 2001, Mr. Entin was Co-Chief Executive Officer and a director of Hilan-Tech Ltd., where he was in charge of financial, personnel, sales and marketing and Lotus Notes operations. From 1985 until 1999 he was financial manager and a director of Hilan Ltd., where he was in charge of financial and personnel operations. From 1981 until 1985, Mr. Entin worked for Kesselman & Kesselman, an accounting firm, where he served various publicly traded companies engaged in the services and industry fields. Mr. Entin holds a B.A. degree in accounting and economics and an M.B.A. degree from the Tel Aviv University, and is a certified accountant in Israel. He is also a graduate of the Advanced Management Program at Harvard University.

Dan Haran has been our President and Chief Executive Officer since July 2005. Mr. Haran joined Cimatron as Vice President of Marketing and Chief Operating Officer in November 2003 after having been employed by Comverse (Nasdaq:CMVT) where he held several senior management positions, most recently as Chief Operating Officer of the Intelligent Network Division. Prior to Comverse, Mr. Haran managed Medcon Systems, an Israeli-based start-up company. Mr. Haran holds a bachelor of science degree in computer engineering from the Technion, a master of science degree from the Weitzman Institute, and a master of business administration degree from Tel Aviv University.

Ilan Erez joined us as VP Finance in May 2005 and became our Chief Financial Officer in July 2005. From 1998 to 2005 Mr. Erez served as the Chief Financial Officer of Silicom Ltd., a NASDAQ listed company engaged in the design, manufacturing and selling of server-networking cards. He also served as VP Operations of Silicom from May 2001 until his departure. From 1996 to 1998 Mr. Erez served as a Controller and assistant to the Chief Executive Officer at Bio-Dar Ltd. From 1994 until 1996 Mr. Erez served as an Auditor at Kesselman & Kesselman, a member of PriceWaterhouseCoopers. Mr. Erez is a Certified Public Accountant in Israel and holds a B.A in Accounting and Economics from the Hebrew University in Jerusalem and an LL.M. in Business Law from Bar-Ilan University.

Arrangements for the Election of Directors

DBSI Investments Ltd., our largest shareholder (holding approximately 46.6% of our share capital), controls the outcome of most matters (other than matters with respect to which it is deemed to possess a personal interest) submitted to a vote of our shareholders, including the election of members of our board of directors. Koonras and DBSI were parties to an agreement by which, among other matters, they would each appoint one-half of our directors, not including our external directors, and vote together at our shareholders’ meetings. However, following Koonras’ sale of 1,700,000 Ordinary Shares to DBSI and 854,360 Ordinary Shares to Kotek in May 2008 and June 2008, respectively, Koonras is no longer a shareholder of the Company and such agreement has been terminated.

As a result of the merger with Gibbs System, Mr. Gibbs was issued 1,500,000 Ordinary Shares, which represent approximately 16.4% of our outstanding share capital. Additionally, Mr. Gibbs has been appointed as the vice chairman of our Board of Directors. Under the merger agreement, we undertook to Mr. Gibbs that he will serve as the vice chairman of our Board of Directors as long as he continues to hold at least 9% of our issued and outstanding share capital.

Compensation

During the year ended December 31, 2008, we paid, in the aggregate, approximately $1.16 million in direct remuneration to our directors and officers for services provided by them to the Company in such capacities. Such sum does not include amounts expended by us for automobiles made available to our officers, expenses (including business travel, professional and business association dues and expenses) reimbursed to officers and other fringe benefits commonly reimbursed or paid by companies in the countries we operate. We pay each of our external directors, as well as Mr. David Golan and Mr. William F. Gibbs, an annual fee of approximately $8,000, plus approximately $410 for each meeting of the board of directors or a committee thereof attended and reimbursement for expenses incurred in connection with the discharge of responsibilities as a board member, including attendance at meetings of the board of directors.

Please see Item 7 – “Major Shareholders and Related Party Transactions” for a description of the employment agreement entered into with Mr. Gibbs, and the terms pursuant to which Cimatron Gibbs leases office space from Mr. Gibbs.

Board of Directors

Our Articles of Association provide for a Board of Directors of not less than two members. Each director, with the exception of external directors who are elected to serve for set periods of time (as described below), is elected to serve until the next annual general meeting of shareholders and until his or her successor has been duly elected. Officers serve at the discretion of the Board.

Substitute Directors

Our Articles of Association provide that any director may, by written notice to us, appoint another person to serve as a substitute director and may cancel such appointment. A person may not serve as a substitute director for more than one director and may not serve both as a director and as a substitute director.

The term of appointment of a substitute director may be for one meeting of our Board of Directors or for a specified period or until notice is given of the cancellation of the appointment. Any substitute director will have all of the rights and obligations of the director appointing him or her, except the power to appoint a substitute (unless the instrument appointing him or her provides otherwise), and the right to remuneration. The substitute director may not act at any meeting at which the director appointing him or her is present. Unless the appointing director limits the time period or scope of any appointment, the appointment is effective for all purposes, but will expire upon the expiration of the appointing director’s term. To our knowledge, no director currently intends to appoint any other person as a substitute director, except if the director is unable to attend a meeting of the Board of Directors.

External Directors

The Israeli Companies Law requires Israeli companies with shares that have been offered to the public in or outside of Israel to appoint at least two external directors.

No person may be appointed as an external director if the person or the person’s relative, partner, employer or any entity under the person’s control, has or had, on or within the two years preceding the date of the person’s appointment to serve as external director, any affiliation with the company or any entity controlling, controlled by or under common control with the company. The term “affiliation” includes:

—

an employment relationship;

—

a business or professional relationship maintained on a regular basis;

—

control; and

—

service as an office holder.

No person may serve as an external director if the person’s position or other business activities create, or may create, a conflict of interest with the person’s responsibilities as an external director or may otherwise interfere with the person’s ability to serve as an external director. If, at the time external directors are to be appointed, all current members of the board of directors are of the same gender, then at least one external director must be of the other gender.

External directors are to be elected by a majority vote at a shareholders’ meeting, provided that either:

—

the majority of shares voted at the meeting, including at least one-third of the shares held by non-controlling shareholders voted at the meeting, vote in favor of election of the director; or

—

the total number of shares held by non-controlling shareholders voted against the election of the director does not exceed one percent of the aggregate voting rights in the company.

The initial term of an external director is three years, and he or she may be reelected to one additional term of three years by a majority vote at a shareholders’ meeting. In addition, under a recent amendment to the regulations promulgated under the Companies Law, external directors of public companies whose shares are also registered for trading in certain stock exchanges outside of Israel, like ours, may be elected for additional three year terms (in excess of the original six year term) provided that in light of such external director’s expertise and special contribution to the work of the company’s board of directors and audit committee, the re-election of such external director is for the benefit of the company. An external director may be removed only by the same percentage of shareholders as is required for his or her election, or by a court, and then only if he or she ceases to meet the statutory requirements for his or her appointment or if he or she violates the duty of loyalty to the company.

Each committee of a company’s board of directors that has the right to exercise powers delegated by the board must include at least one external director, and the audit committee is required to include all of the external directors. Our external directors are Eti Livni and Rami Entin, who will complete their current terms in April 2011, in accordance with Israeli law.

An external director is entitled to certain compensation as provided in regulations adopted under the Companies Law but is otherwise prohibited from receiving any other compensation, directly or indirectly, in connection with service provided as an external director.

Under the Companies Law, at least one of the external directors serving on a company’s board of directors is required to have “financial expertise” and the other external director or directors are required to have “professional expertise.” A director is deemed to have “professional expertise” if he or she either (i) has an academic degree in economics, business management, accounting, law or public service, (ii) has an academic or other degree or has completed other higher education, all in the field of business of the company or relevant for his/her position, or (iii) has at least 5 years experience as either a senior managing officer in the company’s line of business with a significant volume of business, a public office, or a senior position in the company’s main line of business. A director with “financial expertise” is a director that due to his or her education, experience and skills has a high expertise and understanding in financial and accounting matters and financial statements, in such a manner which allows him to deeply understand the financial statements of the company and initiate a discussion about the presentation of financial data. However, under regulations promulgated under the Companies Law, a public company whose shares are also registered for trading in certain stock exchanges outside of Israel, like ours, is not required to appoint an external director with financial and accounting expertise, if at such time there is another director serving on the board of directors of such company who has financial and accounting expertise and who is an independent director for purposes of membership on the audit committee thereof, in accordance with the applicable laws of the state in which such shares are registered (and the rules and regulations of such foreign stock exchange). Our Board of Directors has determined that Mr. Entin has the requisite “financial expertise” while Ms. Livni has “professional expertise” as required of our external directors under the Companies Law.

Audit Committee

The Companies Law requires public companies to appoint an audit committee. The responsibilities of the audit committee include identifying irregularities in the management of the company’s business, approving related party transactions as required by law, and reviewing the quarterly and annual balance sheet reports and recommending their approval before our board or directors. An audit committee must consist of at least three directors, including all of the external directors of the company. The chairman of the board of directors, any director employed by or otherwise providing services to the company, and a controlling shareholder or any relative of a controlling shareholder, may not be a member of the audit committee.

Under the Nasdaq rules, we are required to have at least three independent directors on the audit committee. In addition, Nasdaq requires that the members of the audit committee (a) not have any relationship to the company that may interfere with the exercise of their independence, and (b) must be financially literate.

Under the Nasdaq rules and the Sarbanes-Oxley Act of 2002, the audit committee (i) has the sole authority and responsibility to select, evaluate, and, where appropriate, replace the company’s independent auditors, (ii) is directly responsible for the appointment, compensation and oversight of the work of the independent auditors for the purpose of preparing its audit report or related work, and (iii) is responsible for establishing procedures for (A) the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters, and (B) the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters. The audit committee is required to consult with management but may not delegate these responsibilities. In addition, under the Sarbanes-Oxley Act, the audit committee is responsible, among other things, for the following:

—

It has the sole authority to review in advance, and grant any appropriate pre-approvals of, (i) all audit and non-audit services to be provided by the independent auditors and (ii) all fees and other terms of engagement;

—

Review and discussion with management and the independent auditors of the company’s quarterly financial statements (including the independent auditors’ review of the quarterly financial statements) prior to any required submission to shareholders, the SEC, any stock exchange or the public;

—

Review and discussion with management and the independent auditors of the company’s annual audited financial statements prior to any required submission to shareholders, the SEC, any stock exchange or the public;

—

Recommendation to the board of directors, if appropriate, that the company’s annual audited financial statements be included in the company’s annual report;

—

Review and discussion with management of all disclosures made by the company concerning any material changes in the financial condition or operations of the company;

—

Review of disclosures made to the audit committee by the company’s chief executive officer and chief financial officer during their certification process for the company’s annual report about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the company’s internal controls; and

—

Review and approval of all related-party transactions.

As of the date of this annual report, Mr. David Golan, Ms. Eti Livni and Mr. Rami Entin are serving as members of our audit committee.

Internal Auditor

Under the Companies Law, a company’s board of directors must appoint an internal auditor, nominated by the audit committee. The role of the internal auditor is to examine, among other matters, whether the company’s actions comply with the law and orderly business procedure. Under the Companies Law, the internal auditor may be an employee of the company but not an office holder, or an affiliate, or a relative of an office holder or affiliate, and he may not be the company’s independent accountant or its representative. During November 2007, we appointed Fahn Kanne Control Management, a member firm of Grant Thornton, as our internal auditor, replacing Ernst & Young – Kost, Forer, Gabbay & Kasierer Business Risk Services, which informed us that it could not continue to serve as our internal auditor due to a conflict of interests arising from auditing services provided to third parties.

Compensation of Executive Officers

In lieu of appointing a separate Board committee with responsibility for setting appropriate compensation levels for our executive officers, our Board of Directors as a whole, including a majority of our independent directors (as determined pursuant to the Nasdaq rules), serves as the body with authority for establishing such compensation levels. In setting compensation levels, our Board is guided by the levels of compensation provided to executives in other companies in our industry and our home country, as adjusted to account for differences in size and other relevant distinguishing factors.

Directors’Severance Benefits Upon Termination of Employment

Except for the employment agreement entered into by our subsidiary Cimatron Gibbs LLC with William Gibbs in his role on behalf of such subsidiary (as described below in “Item 7- Major Shareholders and Related Party Transactions – Related Party Transactions”) we have not entered into any service contracts with any members of our Board of Directors that provide for specific benefits upon termination of employment. Other than any termination notice provisions under Mr. Gibbs’ employment contract, the only severance pay benefits that may be provided are required under Israeli law and are described below in the section titled “Employees”.

Employees

The following table sets forth for the last three financial years, the number of our employees broken down into categories.

Period ending December 31,




Research and Development	78	56	56

Marketing, Sales and Customer Support	198	173	124

Administration Management and
Information Systems	25	22	17

Total	301	251	197

As of May 31, 2009, we employed 298 full-time personnel, of whom 76 (most of whom hold advanced technical degrees) were employed in research and development, 197 were employed in marketing, sales and customer support and 25 were employed in various administrative, information systems and management positions. Of these employees, 83 were employed in Israeli operations, 5 were employed in Russia, 15 were employed by our original North American subsidiary, Cimatron Technologies Inc., 64 were employed by Cimatron Gibbs LLC (the surviving entity in the merger with Gibbs) in North America, 38 were employed by our German subsidiary, 45 were employed by our Italian subsidiary, 39 were employed by our Chinese subsidiaries, 1 was employed by our Indian subsidiary and 8 were employed by our Korean subsidiary. In addition, we employed 9 subcontractors’ or free-lance personnel on average during the year 2008, and as of May 31, 2009 we employed 9 subcontractors personnel.

Certain provisions of the collective bargaining agreements between the Histadrut (General Federation of Labor in Israel) and the Coordination Bureau of Economic Organizations (including the Industrialists’ Associations) are applicable to our employees in Israel by order of the Israeli Ministry of Labor. These provisions concern principally the length of the workday; minimum daily wages for professional workers, insurance for work-related accidents, procedures for dismissing employees, determination of severance pay and other conditions of employment. We generally provide our employees with benefits and working conditions beyond the required minimums. In addition to salary and other benefits, certain of our marketing personnel are paid commissions based on our performance in certain territories worldwide.

Israeli law generally requires severance pay, which may be funded by Managers’ Insurance described below, upon the retirement or death of an employee or termination of employment without cause (as defined in the law). The payments thereto amount to approximately 8.33% of wages. Furthermore, Israeli employees and employers are required to pay predetermined sums to the National Insurance Institute, which is similar to the United States Social Security Administration. Such amounts also include payments by the employee for national health insurance. The total payments to the National Insurance Institute are equal to approximately 17.43% of the employee’s wages (up to a specified amount), of which the employee contributes approximately 69% and the employer contributes approximately 31%.

A general practice that we follow, which, as of May 2006, is also legally required, is the contribution of funds on behalf of our employees to a fund known as “Managers’ Insurance.” This fund provides a combination of savings plan, insurance and severance pay benefits to the employee, giving the employee payments upon retirement or death and securing the severance pay, if legally entitled, upon termination of employment. While prior to May 2006 we could decide whether each employee was entitled to participate in the plan, after that date, we are required to enable participation of all employees in the plan. Each employee is required to contribute an amount equal to 5% of his or her basic salary per month for the managers insurance and we contribute an additional amount equal to between 13.3% and 15.8% of the monthly basic salary.

Share Ownership

1998 Share Option Plan

In April 1998, our Board of Directors adopted a share option plan (the “1998 Share Option Plan”) pursuant to which 620,000 Ordinary Shares were reserved for issuance upon the exercise of options to be granted to our directors, officers, employees and consultants. The 1998 Share Option Plan is administered by our Board, which designates the optionees and dates of grant. The exercise price of an option granted under the 1998 Share Option Plan may be no less than 85% of the fair market value of an Ordinary Share, as determined by the Board on the date that the option is granted. Options granted vest over a period determined by the Board, terminate three years after they become exercisable, and are non-assignable except by the laws of descent. The Board has the authority to amend the terms of option grants, provided that any such amendment is in the best interest of a grantee. A grantee will be responsible for all personal tax consequences of a grant and the exercise thereof. In March 2000, the Board adopted new guidelines for the grant and exercise of options to purchase Ordinary Shares reserved for issuance under the 1998 Share Option Plan. In August 2003, the Board of Directors approved the grant of options to purchase 150,000 of the Company’s shares at a price of $2.50 per share to two officers of the Company. These options are exercisable commencing one year after the date of grant at a rate of 25% per year, subject to the continued employment of the officers. As of December 31, 2008, 25,000 such options were outstanding at a price of $2.50 per share. For additional information relating to the stock options granted by us under the 1998 Share Option Plan, see Note 12(B) to our financial statements included in Item 18.

As of May 31, 2009, no options were outstanding under the 1998 Share Option Plan. In addition, no shares are reserved for future issuances under that plan, as such reserve has been previously transferred into the 2004 Share Option Plan (as defined below).

2004 Share Option Plan

In October 2004, our Board of Directors and shareholders adopted the 2004 Share Option and Restricted Shares Incentive Plan (the “2004 Share Option Plan”) pursuant to which 240,000 Ordinary Shares were reserved for issuance upon the exercise of options to be granted to our directors, officers, employees and consultants. The 2004 Share Option Plan is administered by our Board, which designates the optionees and dates of grant. The exercise price of an option granted under the 2004 Share Option Plan may be no less than 95% of the fair market value of an Ordinary Share, as determined by the Board on the date that an option is granted. Options granted vest over a period determined by the Board, terminate ten years from the date of grant, unless otherwise determined by the Board, and are non-assignable except by the laws of descent. The Board has the authority to amend the terms of the 2004 Share Option Plan, provided that any such amendment does not adversely effect any options granted thereunder. In February 2005, 238,500 options were granted to employees of the Company under the 2004 Share Option Plan at an exercise price of $2.20 per share and with a term of ten years, and in August 2005, our Board of Directors approved the grant of an additional 32,000 options under the plan, at an exercise price of $2.00 per share and a term of 10 years, to the Company’s Chief Executive Officer. In December 2005, our Board of Directors increased the 2004 Share Option Plan reserve by an additional 250,000 shares. In May 2006 an additional 189,000 options were granted to Company employees under the 2004 Share Option Plan at exercise prices ranging from $1.75-$2.00 and with a term of five years. During August 2007, the Company granted an additional 74,000 options to Company employees at an exercise price of $2.78 and with a term of five years. During January 2008, the Company granted an additional 68,000 options to Company employees at an exercise price of $2.75 and with a term of five years, including 2,000 options to William F. Gibbs. All options granted under the 2004 Share Option Plan are exercisable pursuant to a three (3) year vesting schedule, as follows: (i) thirty three percent (33%) of the options become exercisable on the first anniversary of the grant date; and (ii) sixteen and one-half percent (16.5%) of the options become exercisable at the end of each subsequent six month period over the course of the following two (2) years, subject to the continued employment of each grantee by the Company and/or its subsidiaries. Each grantee is responsible for all personal tax consequences of a grant and the exercise thereof. We intend to grant additional options under the 2004 Share Option Plan to our various directors, executive officers and employees.

In November 2007, our Board of Directors approved the transfer of a pool of 618,500 unallocated options from the 1998 Share Option Plan to the 2004 Share Option Plan for future grants.

At May 31, 2009 options to purchase 579,916 of our Ordinary Shares were available for grants to our various directors, officers, employees and consultants under the 2004 Share Option Plan.

Repurchase of Our Shares

We repurchased 161,100 of our shares in the open market during 2002 and 2003 at an average price of $0.95 per share. Under Israeli law, while these shares are considered to be part of our outstanding share capital that can be reissued by us in the future, they are “dormant shares” and as such they cannot be voted and do not provide any other rights, other than upon liquidation.

On June 4, 2008, our Board of Directors authorized the use of up to $1 million of our available cash to repurchase our Ordinary Shares. Under the repurchase program, share purchases may be made from time to time at the discretion of management in the open market or in privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such purchases are to be made in accordance with the requirements of the Securities and Exchange Commission (the “SEC”). The repurchase program has no time limit, does not require us to acquire a specific number of shares, and may be suspended from time to time or discontinued. As of May 31, 2009, we have repurchased 220,856 of our shares pursuant to this repurchase plan at an average price of $1.33 per share.

Beneficial Ownership by Officers and Directors

Messrs. Ben Shalom, Dotan and Rosenthal may each (subject to the disclaimer provided in footnote (3) to the table in Item 7 below) may be deemed to have beneficial ownership of an aggregate of 4,265,950 of our Ordinary Shares, representing 46.6% of our issued and outstanding share capital, by virtue of their positions with DBSI. As indicated in the table appearing in Item 7 below, Mr. William F. Gibbs beneficially holds 1,500,666 or 16.4% of our outstanding Ordinary Shares, which include 666 shares issuable upon exercise of options that are currently exercisable or will be exercisable within 60 days of June 30, 2009. As to our remaining Board members, each of David Golan, Eti Livni and Rami Entin beneficially holds no Ordinary Shares. Among our executive officers, each of Dan Haran, our President and Chief Executive Officer and Ilan Erez, our Chief Financial Officer, beneficially holds less than 1.0% of our Ordinary Shares (after including shares that are issuable to them upon exercise of options that are either currently exercisable or will be exercisable within 60 days of June 30, 2009). The options held by each of our directors and executive officers are subject to the terms (including exercise price and expiration date) described above in the description of option grants under our 1998 Share Option Plan and 2004 Share Option Plan.

The Ordinary Shares held (or issuable upon exercise of options held) by our directors and executive officers do not have voting rights that differ from those enjoyed by all holders of our Ordinary Shares.

Item 7.

Major Shareholders and Related Party Transactions.

Major Shareholders

The following table sets forth information, as of May 31, 2009, concerning the beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of our Ordinary Shares by (i) any person who is known to us to own at least 5% of the Ordinary Shares of our Company and (ii) all of our directors and executive officers as a group. The voting rights of our major shareholders do not differ from the voting rights of all other holders of our Ordinary Shares.

Name and Address




DBSI Investments Ltd.
85 Medinat Hayehudim St.
Herzliya, Israel	4,265,950		46.0	%

William F. Gibbs
4017 N. Cedarpine Lane
Moonpark, CA 93021
California, U.S	1,500,666	⁽¹⁾	16.2	%

3Kotek 2 B.V. Wielewaaleg 1, 4791, PD,
Klundert, Netherlands	894,360	⁽²⁾	9.7	%

All directors and executive officers as a
group (9 persons)	5,885,605	⁽¹⁾⁽³⁾	63.5	%

(1) Includes an aggregate of 1,500,000 Ordinary Shares and 666 options to purchase Ordinary Shares beneficially held by William F. Gibbs.

(2) Of such 894,360 Ordinary Shares reported in this Statement, 854,360 Ordinary Shares are held by Kotek and 40,000 Ordinary Shares are held by a company wholly owned by Mr. Joel Koschitzki. Messrs. Jaap Stomp and Mr. Joel Koschitzki are the directors of Kotek and therefore may be deemed to beneficially own the Ordinary Shares held by Kotek. Messrs. Stomp and Koschitzki disclaim beneficial ownership of the Ordinary Shares held by Kotek.

(3) Includes an aggregate of 4,265,950 shares beneficially held by DBSI Investments Ltd. (“DBSI”), which may be attributable to certain of our directors by virtue of the positions that they hold on the board of directors of DBSI. All of our directors to whom such share ownership may be attributable disclaim such beneficial ownership. (Mr. Rosenthal in particular does not share in the equity ownership of DBSI).

Recent Significant Changes in the Percentage Ownership of Major Shareholders

On May 11, 2008, Koonras, a subsidiary of Polar Communications Ltd. and a then-current holder of approximately 27% of our Ordinary Shares, signed an agreement with DBSI pursuant to which Koonras was to sell to DBSI 1,700,000 Ordinary Shares (comprising approximately 18% of our outstanding share capital) at a price per share of $2.80. As a result of the consummation of such transaction on or about June 26, 2008, Koonras’ holdings were reduced to 854,360 Ordinary Shares, representing approximately 9.1% of our share capital at the time. As a result of its acquisition of shares in such transaction, DBSI currently holds approximately 46.6% of our outstanding share capital.

On June 3, 2008, Koonras sold its remaining 854,360 Ordinary Shares that it then held to Kotek, a company incorporated under the laws of the Netherlands,. As a result of the consummation of such transaction, Koonras is no longer a holder of our capital stock, and Kotek acquired an approximate 9.1% interest in our share capital.

As a result of Koonras’ dispositions of the remaining Ordinary Shares of our stock that it held, Koonras and DBSI terminated the shareholders agreement to which they had previously been party. Under the agreement, each of Koonras and DBSI effectively had the ability to control the outcome of most matters that were submitted to a vote of our shareholders, including the election of members of our Board of Directors and approval of significant corporate transactions (subject to applicable limitations imposed by US securities laws and regulations and the Israeli Companies Law, including with respect to matters for which either such shareholder was deemed to possess a personal interest), as each of Koonras and DBSI was entitled to appoint one-half of our directors, not including our external directors, and each of them had agreed to vote together at our shareholders’ meetings.

Record Holders

As of June 8, 2009, there were 31 record holders of our Ordinary Shares, of which 17 represented United States record holders owning an aggregate of approximately 47% of our outstanding Ordinary Shares.

Related Party Transactions

Services Agreement and Lease Agreement

Until February 2002, our former principal shareholder Zeevi Computers and Technology Ltd., or ZCT, provided us with certain corporate and administrative services, including, but not limited to, executive management, facilities and other such services as were agreed upon from time to time between us and ZCT. The primary executive management services that we received under the agreement represented the services of the chief executive officer and the chief financial officer of ZCT, who did not receive separate fees for such services. Pursuant to such agreement, we shared the expenses relating to the specific services we received from ZCT with the other subsidiaries of ZCT that also received such services from ZCT.

As of February 21, 2002, in connection with its sale of its equity interest in the Company to Koonras and DBSI, ZCT assigned all rights and obligations under the foregoing services agreement to Koonras and DBSI. An assignment of this agreement to Koonras and DBSI was ratified by our shareholders on July 11, 2002. Following the consummation of the sale of 1,700,000 of our shares from Koonras to DBSI on June 24, 2008, and the related approval of our shareholders at such time, the management services agreement was assigned in full to DBSI, which will continue to provide all the services and receive the entire annual fee. The amount that we paid for services under this agreement totaled 1.706 million NIS in the year ended December 31, 2008.

Prior to the merger with Cimatron, Gibbs System, Inc. leased office space in Moonpark, California from a limited liability corporation controlled by Mr. Gibbs. In connection with the merger with Gibbs System, Inc. and the assignment of the lease to us in 2008, we entered into an amendment to the original terms of the lease, pursuant to which the expiration date for the term of the lease was brought forward from 2020 to December 31, 2012, with an option for us to extend the lease for an additional 5 years. Also a result of the lease amendment, the rent that we are obligated to payduring the initial term of the lease is $24,710 per month (in lieu of $22,464 per month).

Registration Rights

In October 2004, following approval by our Board of Directors, our audit committee and the requisite majority of our disinterested shareholders, in accordance with the related party transaction requirements of Israeli law, we entered into a registration rights agreement with Koonras and DBSI, then our two largest shareholders. Under the agreement, Koonras and DBSI had the right, subject to various conditions and limitations, to require us to file a registration statement for the resale of their shares or to include their shares in certain registration statements that we file. On June 3, 2008, in connection with the sale of certain of its Ordinary Shares to Kotek, Koonras assigned to Kotek all registration rights applicable to such shares under the registration rights agreement.

In January 2008, in connection with the merger agreement with Gibbs System, Inc., we granted to Mr. Gibbs certain registration rights with respect to the Ordinary Shares issued to him as part of the mergerconsideration. The grant of such registration rights was approved by our Board. Pursuant to the registration rights agreement entered into with him, Mr. Gibbs has the right, subject to various conditions and limitations, to include his shares in certain registration statements that we file.

Demand Registration Rights

Under the above-described registration rights agreement with DBSI and Kotek (as successor to Koonras), DBSI and Kotek together, and pro-rata between themselves, are entitled to up to two demand registrations on Form F-1 (or an equivalent form) promulgated under the Securities Act at our expense, provided that the anticipated aggregate offering price for the shares to be registered, net of any underwriting discounts and commissions, exceeds US$1,000,000.

Notwithstanding the foregoing, we are not required to effect a demand registration during the period starting with the date of filing of, and ending on the date that is one hundred eighty (180) days following the effective date of, a registration statement pertaining to our securities.

DBSI and Kotek, together, and pro-rata between themselves, also have the right to require us to effect up to four F-3 registrations, including for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering for resale from time to time by such holders of all of their shares (a “Shelf Registration Statement”), but no more than two such registrations in any 12 month period, in each case, at our expense, provided, however, that we are not required to bear the cost of more than one counsel for such holders. Under his registration rights agreement with us, Mr. Gibbs has the right to require us to effect up to two F-3 registrations, under substantially the same terms specified above.

We are required to use our best efforts to (a) cause a Shelf Registration Statement to be declared effective under the Securities Act within three months after the “demand” is made and (b) keep such Shelf Registration Statement continuously effective under the Securities Act until the expiration of five (5) years from the date that a Shelf Registration Statement is declared effective by the SEC.

Piggyback Registration

If (but without any obligation to do so) we propose to register for our own account any of our capital stock or other securities under the Securities Act in connection with a public offering of such securities solely for cash (subject to certain exceptions, such as the registration of employees options), then DBSI, Kotek and Mr. Gibbs shall be entitled to include their shares in such registration.

The underwriter of any such offering by us shall have the right to reduce the number of shares proposed to be registered in light of market conditions, and in such event (a) the capital stock that we propose to register shall have first priority for inclusion in the relevant registration statement, and following our priority, (b) DBSI, Kotek and Mr. Gibbs shall have priority (pro rata among them) to have their shares included in such registration, before any other shares are included.

Employment Agreement with William F. Gibbs

In connection with the merger with Gibbs in January 2008, Cimatron Gibbs LLC, our subsidiary into which the Gibbs business was merged, entered into an employment agreement with Mr. Gibbs. The employment agreement provides, among others, for (i) an annual base salary of USD $160,000, (ii) an annual bonus based on increases in contribution to our sales in North America and to the sale of Gibbs products, and (iii) other fringe benefits as customary for comparable officers of the Company group in the United States. Mr. Gibbs also signed non-compete undertakings for our benefit. On February 15, 2008, we announced that Mr. Gibbs was appointed as President North America, replacing Mr. Sam Golan. Mr. Gibbs, who continues to maintain his position as President and CEO of Cimatron Gibbs, is now responsible for promoting both Cimatron E and GibbsCAM product lines in North America. In addition, pursuant to an option grant approved in January 2008, Mr. Gibbs was granted 2,000 options to purchase our Ordinary Shares.

Item 8.

Financial Information.

Consolidated Statements and Other Financial Information

Our consolidated financial statements and other financial information are included in this annual report in “Item 18 – Financial Statements”.

Legal Proceedings

On May 9, 2007, Collins & Aikman Corporation (“Collins & Aikman”), on behalf of itself and certain related parties, filed a complaint with the United States Bankruptcy Court in Detroit, Michigan against our wholly owned subsidiary, Cimatron Technologies, Inc. On May 17, 2005 the plaintiffs had filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. In their complaint against our subsidiary, the plaintiffs demanded repayment of an amount of $318,515 that had been paid to Cimatron Technologies, Inc., plus interest and expenses, on the basis that, among other things, such payment had been made within ninety days preceding the plaintiff’s bankruptcy petition date. The payment to our subsidiary had been made primarily in consideration for software delivered to Collins & Aikman, and, to a negligible extent, for services and maintenance provided to Collins & Aikman. Our subsidiary engaged local counsel to vigorously oppose such claim. During March 2008, the parties reached a settlement agreement pursuant to which our subsidiary agreed to pay an amount of $5,000 in return for plaintiff’s waiving and releasing our subsidiary from any and all claims.

Dividend Distribution Policy

Certain of our enterprises are Approved Enterprises (as defined under the Israeli Law for the Encouragement of Capital Investments, 1959). In the event of a distribution to shareholders of cash dividends out of earnings subject to the exemption from the payment of corporate tax provided to an Approved Enterprise, we would be subject to tax at a rate of 25%. In our financial statements, we have not provided an allowance for deferred taxes on future distributions of tax-exempt earnings, as our management and Board of Directors have determined not to make any distribution that may result in such tax liability to the Company. Accordingly, such earnings have been considered to be permanently reinvested. Our tax-exempt earnings may be distributed to shareholders without subjecting the Company to taxes only upon a complete liquidation of the Company.

Significant Changes

Since the date of our consolidated financial statements included in this annual report, there has not been a significant change in our Company other than as described in the notes to such financial statements (and as described immediately below)..

See “Item 6. Directors, Senior Management and Employees – Repurchase of Our Shares” for additional details regarding the Company’s ongoing repurchase of shares.

In February 2009, our German subsidiary, Cimatron GmbH, hired the former key employees of Gibbs’ German reseller. As part of the agreements entered into, Cimatron GmbH also undertook to rent the office space that Gibbs’ German reseller had been utilizing for a period of five years commencing in February 2009.

Item 9.

The Offer and Listing.

Offer and listing details

Our Ordinary Shares were quoted on the Nasdaq Global Market System (formerly the Nasdaq National Market) from March 1996 until April 17, 2001, from which time our Ordinary Shares have been quoted on the Nasdaq Capital Market (formerly the Nasdaq SmallCap Market). Through April 16, 2000, we were quoted under the symbol CIMTF and since April 17, 2000 we have been quoted under the symbol CIMT. The Ordinary Shares are not listed on any other stock exchange and have not been publicly traded outside the United States. The table below sets forth the high and low bid prices of the Ordinary Shares, as reported by NASDAQ during the indicated fiscal periods:

Period




Six most recent months:
May 2009	1.18	0.80
April 2009	0.91	0.76
March 2009	0.98	0.72
February 2009	1.08	0.83
January 2009	1.33	0.81
December 2008	1.04	0.71

Two most recent full financial years and
subsequent periods:
First Quarter 2009	1.33	0.56
Fourth Quarter 2008	1.64	0.65
Third Quarter 2008	2.35	1.50
Second Quarter 2008	3.06	1.58
First Quarter 2008	3.98	2.53
Forth Quarter 2007	3.06	2.13
Third Quarter 2007	2.50	1.83
Second Quarter 2007	4.58	2.00
First Quarter 2007	3.30	1.34

Five most recent years:
2008	3.98	0.65
2007	4.58	1.34
2006	1.73	1.00
2005	2.14	1.05
2004	2.95	1.25

Markets

Our shares are traded only on the Nasdaq Capital Market, where they are listed and traded under the symbol “CIMT”.

Item 10.

Additional Information.

Memorandum and Articles of Association

Register

Cimatron’s registration number at the Israeli registrar of companies is 52-004267-2.

Articles of Association; Israeli Companies Law

In December 2006, our shareholders adopted amended and restated articles of association (the “Articles”) which replaced in their entirety our previous articles of association, which were approved prior to the adoption of the Companies Law and were not always consistent with the provisions of the Companies Law. Our objective as stated in our Articles and in our Memorandum of Association is to engage in any lawful activity.

We currently have only one class of securities outstanding, our Ordinary Shares, par value NIS 0.10 per share. No preferred shares are currently authorized.

Holders of Ordinary Shares have one vote per share, and are entitled to participate equally in the payment of dividends and share distributions and, in the event of our liquidation, in the distribution of assets after satisfaction of liabilities to creditors. Our Articles may be amended by a resolution approved at a General Meeting by a majority of the shares present and voting thereon (excluding abstained votes). Our shareholders’ rights may not be modified in any other way unless otherwise expressly provided in the terms of issuance of the shares.

Our Articles require that we hold our annual general meeting of shareholders each year no later than 15 months from the last annual meeting, at a time and place determined by our Board of Directors, upon at least 21 days prior notice to our shareholders. No business may be commenced in any annual meeting until a quorum of two or more shareholders holding at least 33% of the voting rights are present in person or by proxy. Shareholders may vote in person or by proxy, and will be required to prove title to their shares as required by the Companies Law pursuant to procedures established by our Board of Directors. Resolutions regarding the following matters must be passed at a general meeting of shareholders:

—

amendments to our Articles;

—

appointment or termination of our auditors;

—

appointment and dismissal of directors;

—

approval of acts and transactions requiring general meeting approval under the Companies Law;

—

increase or reduction of our authorized share capital or the rights of shareholders or a class of shareholders;

—

any merger as provided in Section 320 of the Companies Law;

—

the exercise of our Board of Directors’ powers by a general meeting, if the Board of Directors is unable to exercise its powers and the exercise of any of such powers is vital for our proper management, as provided in Section 52(a) of the Companies Law.

In addition, the Companies Law provides that an extraordinary meeting of our shareholders shall be convened by the Board, at the request of any two directors or one quarter of the directors, or by request of one or more shareholders holding at least 5% of our issued share capital and 1% of the voting rights, or by request of one or more shareholders holding at least 5% of the voting rights. Shareholders requesting a special meeting must submit their proposed resolution(s) with their request.

Our Articles provide that our Board of Directors may from time to time, at its discretion, borrow or secure the payment of any sum of money for the objectives of the Company. Our directors may raise or secure the repayment of such sum in a manner, time and terms as they see fit.

According to our Articles, our Board of Directors may delegate any authority it has to a committee comprised of members of the Board. Any committee to whom the Board’s powers are delegated must abide by the regulations enacted by the Board in respect of such delegated powers. In the absence of any such regulations, the committee must abide by our Articles. Our Board has currently appointed one committee, which is our Audit Committee, as described above in Item 6.

Transactions with Certain Shareholders

The Companies Law codifies the fiduciary duties that “office holders,” including directors and executive officers, owe to a company. An office holder, is defined in the Companies Law, as a (i) director, (ii) general manager, (iii) chief business manager, (iv) deputy general manager, (v) vice general manager, (vi) executive vice president, (vii) vice president, (viii) another manager directly subordinate to the managing director or (ix) any other person assuming the responsibilities of any of the forgoing positions without regard to such person’s title. The duty of care prescribed by the Companies Law requires an office holder to act with the level of care, which a reasonable office holder in the same position would have acted under the same circumstances. The duty of loyalty prescribed by the Companies Law generally requires an office holder to act in good faith and for the good of the company.

The Companies Law requires that an office holder of a company promptly disclose any personal interest that he or she may have and all related material information known to him or her, in connection with any existing or proposed transaction by the company. In addition, if the transaction is an extraordinary transaction, as defined under Israeli law, the office holder must also disclose any personal interest held by the office holder’s spouse, siblings, parents, grandparents, descendants, spouse’s descendants and the spouses of any of the foregoing, or by any corporation in which the office holder is a 5% or greater shareholder, holder of 5% or more of the voting power, director or general manager or in which he or she has the right to appoint at least one director or the general manager. An extraordinary transaction is defined as a transaction not in the ordinary course of business, not on market terms, or that is likely to have a material impact on the company’s profitability, assets or liabilities.

In the case of a transaction that is not an extraordinary transaction, after the office holder complies with the above disclosure requirement, only board approval is required unless the articles of association of the company provide otherwise. The transaction must not be adverse to the company’s interest. If the transaction is an extraordinary transaction, then, in addition to any approval required by the articles of association, it must also be approved by the audit committee and by the board of directors, and, under specified circumstances, by a meeting of the shareholders.

Agreements regarding directors’ terms of employment require the approval of the audit committee, the board of directors and the shareholders. In all matters in which a director has a personal interest, including matters of his/her terms of employment, he/she shall not be permitted to vote on the matter or be present in the meeting in which the matter is considered. However, should a majority of the audit committee or of the board of directors have a personal interest in the matter then:

—

all of the directors shall be permitted to vote on the matter and attend the meeting in which the matter is considered; and

—

the matter requires approval of the shareholders at a general meeting.

According to the Companies Law, the disclosure requirements discussed above also apply to a controlling shareholder of a public company. In general, extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest, and agreements relating to employment and compensation terms of a controlling shareholder, require the approval of the audit committee, the board of directors and the shareholders of the company. The term “controlling shareholder” is defined as a shareholder who has the ability to direct the activities of a company, other than if this power derives solely from the shareholder’s position on the board of directors or any other position with the company. The definition also includes shareholders that hold 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company.

The shareholder approval must either include at least one-third of the shares held by disinterested shareholders who are present in person or by proxy at the meeting and who are voting thereon, or, alternatively, the total shareholdings of the disinterested shareholders who vote against the transaction must not represent more than one percent of the voting rights in the company.

In addition, a private placement of securities that (i) includes the issuance of twenty percent or more of the company’s outstanding voting rights (prior to such issuance) in which the consideration, in whole or in part, is not in cash or registered securities or is not at market value, and as a result of which a person holding five percent of more of the company’s share capital or voting rights will increase or that will cause any person to become, as a result of the issuance, a holder of more than five percent of the company’s outstanding share capital, or (ii) will cause any person to become, as a result of the issuance, a controlling shareholder of the company (as defined above), requires approval by the board of directors and the shareholders of the company. The regulations under the Companies Law provide certain exceptions. Any placement of securities that does not fit the above description may be issued at the discretion of the board of directors.

Under the Companies Law, a shareholder has a duty to act in good faith towards the company and other shareholders and refrain from abusing his power in the company, including, among other things, in connection with voting in the general meeting of shareholders on the following matters:

—

any amendment to the articles of association;

—

an increase of the company's authorized share capital;

—

a merger; or

—

approval of interested party transactions that require shareholder approval.

In addition, any controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder who has the power to appoint or prevent the appointment of an office holder of the company is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty, except to state that the remedies generally available upon a breach of contract will apply also in the event of a breach of the duty to act with fairness.

Limitation on Ownership of Securities

The ownership and voting of our Ordinary Shares by non-residents of Israel are not restricted in any way by our Articles of Association or by the laws of the State of Israel, except for shareholders who are subjects of countries which are in a state of war with Israel.

Mergers and Acquisitions; Anti-Takeover Provisions

The Companies Law includes provisions with respect to the approval of corporate mergers that are applicable to us. These provisions require that the board of directors of each company that is party to the merger approve the transaction. In addition, the shareholders of each company must approve the merger by a vote of the majority of the company’s shares, present and voting on the proposed merger at a shareholders’ meeting. In determining whether the requisite majority has approved the merger, shares held by the other party to the merger or any person holding at least 25% of such other party or otherwise affiliated with such other party are excluded from the vote.

The Companies Law does not require court approval of a merger other than in specified situations. However, upon the request of a creditor of either party to the proposed merger, a court may delay or prevent the merger if it concludes that there exists a reasonable concern that as a result of the merger, the surviving company will be unable to satisfy the obligations of any of the parties of the merger to their creditors.

A merger may not be completed unless at least 50 days have passed from the date that a proposal of the merger was filed with the Israeli Registrar of Companies by each merging company and 30 days from the date that shareholder approval of both merging companies was obtained. The merger proposal may be filed once a shareholder meeting has been called to approve the merger.

The Companies Law also provides that the acquisition of shares in a public company on the open market must be made by means of a tender offer if, as a result of the acquisition, the purchaser would become a 25% shareholder of the company. The rule does not apply if there already is another 25% shareholder of the company. Similarly, the law provides that an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser would become a 45% shareholder of the company, unless there already is a 45% shareholder of the company.

If, following any acquisition of shares, the purchaser would hold 90% or more of the shares of the company, that acquisition must be made by means of a tender offer for all of the target company’s shares. An acquirer who wishes to eliminate all minority shareholders must do so by means of a tender offer and acquire 95% of all shares not held by or for the benefit of the acquirer prior to the acquisition. However, in the event that the tender offer to acquire that 95% is not successful, the acquirer may not acquire tendered shares if by doing so the acquirer would own more than 90% of the shares of the target company.

Material Contracts

Other than the registration rights agreements, the service agreement and lease agreement described in “Item 6 – Major Shareholders and Related Party Transactions – Related Party Transactions,” our current lease agreement described below, and the Microsystems investment contracts and the merger agreement between our subsidiary and Gibbs, both of which are described in “Item 4. Information on the Company- History and development of the Company”, all of the contracts that we have entered into over the past two years have been in the ordinary course of our business.

We lease the office premises that we occupy in Givat Shmuel, Israel from a private commercial property owner pursuant to the terms of a lease agreement we entered into in February 2003. Since January 10, 2006, we have occupied approximately 1,750 square meters at this facility. The initial term of the lease was three years, expiring in June 30, 2006, following which we exercised our option to extend the lease for an additional three years. We have recently further extended the lease for an additional five year period, through June 30, 2014, and reduced our occupied space to approximately 1,491 square meters.

Exchange Controls

There are currently no Israeli currency control restrictions on payments of dividends or other distributions with respect to our Ordinary Shares or the proceeds from the sale of the shares, except for the obligation of Israeli residents to file reports with the Bank of Israel regarding some transactions. However, legislation remains in effect under which currency controls can be imposed by administrative action at any time.

The ownership or voting of our Ordinary Shares by non-residents of Israel, except with respect to citizens of countries which are in a state of war with Israel, is not restricted in any way by our Memorandum of Association or Articles or by the laws of the State of Israel.

Taxation

The following discussion sets forth the material United States and Israeli tax consequences of the ownership of Ordinary Shares by a holder that holds our Ordinary Shares as capital assets.

The following discussion does not address the tax consequences to holders of Ordinary Shares to which special tax rules may apply, such as tax-exempt entities, certain insurance companies, broker-dealers, traders in securities that elect to mark to market, holders liable for alternative minimum tax, holders that actually or constructively own 10% or more of our voting stock, holders that hold Ordinary Shares as part of a straddle or a hedging or conversion transaction or holders whose functional currency is not the U.S. dollar. This discussion also does not apply to holders who acquired their Ordinary Shares pursuant to the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan. This discussion is based on the tax laws of Israel and the United States, including the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, as in effect on the date of this document, as well as the Convention Between the Government of the United States of America and the Government of Israel with Respect to Taxes on Income (the “U.S.-Israel Tax Treaty”), all of which are subject to change or change in interpretation, possibly with retroactive effect.

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of Ordinary Shares that is:

a citizen or resident of the United States;

a corporation or other entity taxable as a corporation organized under the laws of the United states or any political subdivision of the United States;

an estate the income of which is subject to United States federal income taxation without regard to its source; or

a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.

This discussion does not address any aspects of United States taxation other than federal income taxation. Holders are urged to consult their tax advisors regarding the United States estate, state and local and the Israeli and other tax consequences of owning and disposing of Ordinary Shares.

United States Federal Income Taxation of Owning and Selling Ordinary Shares.

Dividends and Distributions

U.S. Holders

Subject to the passive foreign investment company rules discussed below, U.S. Holders will include in gross income the gross amount of any dividend paid, before reduction of Israeli withholding taxes, by us out of current or accumulated earnings and profits, as determined for Untied States federal income tax purposes, as ordinary income when the dividend is actually or constructively received by the U.S. Holder. Dividends will be income from sources outside the United States for foreign tax credit limitation purposes, but generally will be “passive income” which is a type of income that is treated separately from other types of income for foreign tax credit limitation purposes. Dividends will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. The amount of the dividend distribution included in income of a U.S. Holder will be the U.S. dollar value of the NIS payments made, determined at the spot NIS/U.S. dollar rate on the date such dividend distribution is included in the income of the U.S. Holder, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend distribution is included in income to the date such dividend distribution is converted into U.S. dollars will be treated as ordinary income or loss. Such gain or loss will generally be income from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a return of capital to the extent of the U.S. Holder’s basis in the Ordinary Shares and thereafter as capital gain. We will notify our shareholders of any distribution in excess of current and accumulated earnings and profits at the time of such distribution in accordance with the requirements of the Internal Revenue Code.

Subject to certain limitations, the Israeli tax withheld in accordance with the U.S.-Israel Tax Treaty and paid over to Israel will be creditable against the U.S. Holder’s United States federal income tax liability. To the extent a refund of the tax withheld is available to a U.S. Holder under the laws of Israel or under the U.S.-Israel Tax Treaty, the amount of tax withheld that is refundable will not be eligible for credit against the U.S. Holder’s United States federal income tax liability, whether or not the refund is actually obtained.

For certain non-corporate U.S. Holders, subject to the discussion below under “Passive Foreign Investment Company Rules” (the “PFIC discussion”), for taxable years before January 1, 2011, a dividend paid by us to certain shareholders will be taxed at the preferential tax rates applicable to long-term capital gains if (a) we are a “qualified foreign corporation” (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust and (c) such dividend is paid on our shares that have been held by such U.S. Holder for more than 60 days during the 120-day period beginning 60 days before the “ex-dividend date” (i.e., the first date that a purchaser of such Share will not be entitled to receive such dividend). Generally, we may be considered a “qualified foreign corporation” (a “QFC”) if we are eligible for the benefits of a comprehensive income tax treaty with the United States which includes an information exchange program that the United States Internal Revenue Service (the “IRS”) determines is satisfactory. However, even we are so eligible, we will not be treated as a QFC if we were a PFIC for the taxable year during which we paid a dividend or for the preceding taxable year. See the discussion below as to PFIC status.

Sale or Exchange of Ordinary Shares

U.S. Holders

Subject to the passive foreign investment company rules discussed below, a U.S. Holder that sells or otherwise disposes of Ordinary Shares generally will recognize capital gain or loss for United States federal income tax purposes equal to the difference between the U.S. dollar value of the amount realized on the sale or disposition and the tax basis, determined in U.S. dollars, in the Ordinary Shares. Capital gain of a non-corporate U.S. Holder is generally taxed at a maximum rate of 15% if the Ordinary Shares were held for more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

Non-U.S. Holders

A non-U.S. Holder will not be subject to United States federal income tax on gain recognized on the sale or other disposition of Ordinary Shares unless (i) the gain is “effectively connected” with the non-U.S. Holder’s conduct of a trade or business in the United States, and the gain is attributable to a permanent establishment maintained in the United States (if that is required by an applicable income tax treaty as a condition for subjecting that non-U.S. Holder to United States taxation on a net income basis), or (ii) the non-U.S. Holder is an individual and present in the United States for at least 183 days in the taxable year of the sale and certain other conditions are met. In such cases, a non-U.S. Holder will be taxed in the same manner as a U.S. Holder. A corporate non-U.S. Holder may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate, or at a lower rate if eligible for the benefits of an income tax treaty that provides for a lower rate, on “effectively connected” gains recognized.

Passive Foreign Investment Company Rules

We believe that our Ordinary Shares should not be treated as stock of a passive foreign investment company (a “PFIC”) for United States federal income tax purposes, but such a conclusion is a factual determination made annually and may be subject to change. A U.S. Holder may have less advantageous tax consequences upon the sale, exchange or receipt of dividends with respect to our shares if we are deemed a PFIC, unless such U.S. Holder makes certain elections which may have additional tax consequences.

Generally, a non-United States corporation is deemed to be a PFIC if either (i) 75% or more of its gross income (including the pro rata gross income of any company (United States or non-United States) in which such corporation is considered to own 25% or more of the stock by value) for the taxable year is passive income (generally referred to as the “income test”) or (ii) 50% or more of the average value of its assets (including the pro rata value of the assets of any company in which such corporation is considered to own 25% or more of the stock by value) during the taxable year, measured at the end of each quarter, produce, or are held for the production of, passive income in the taxable year (generally referred to as the “asset test”).

Based on the active nature of our assets and income, we do not believe that we have been a PFIC for the tax years through and ending on December 31, 2008, and we do not believe that we will be deemed a PFIC for the tax year ending December 31, 2009. However, the statutory provisions, legislative history and administrative pronouncements related to the application of the asset test leave unanswered a number of questions pertaining to the application of the PFIC rules. In addition, there are circumstances both in our control and out of our control that may affect our potential status as a PFIC. For example, sale of non-passive assets in exchange for passive assets (such as cash) may impact the percentage of passive assets in applying the assets test. Fluctuation in the market price of our shares may also impact the application of such test.

While we will attempt to manage our business so as to avoid PFIC status, to the extent consistent with our other business goals, we cannot predict whether our business plans will allow us to avoid PFIC status in the future or whether our business plans will change in a manner that affects our PFIC determination.

Taxation of U.S. Holders of PFIC Shares Generally

If we were deemed to be a PFIC for any taxable year during which a U.S. Holder held our Ordinary Shares and such holder failed to make certain elections, then the following would apply to the U.S. Holder:

—

gain recognized by the U.S. Holder upon the disposition of, as well as income recognized upon receiving excess distributions on, our Ordinary Shares would be taxable as ordinary income (“excess distributions” are the portion of any distributions received in a taxable year in excess of 125% of the average annual distributions received in the three preceding taxable years, or, if shorter, during the U.S. Holder’s holding period for our Ordinary Shares);

—

the U.S. Holder would be required to allocate such excess distribution income and/or disposition gain ratably over such holder’s entire holding period for our Ordinary Shares;

—

the amount allocated to each year other than the year of the distribution payment or disposition would be subject to tax at the highest individual or corporate tax rate, as applicable, in effect for such other year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax liability for each such other year;

—

the U.S. Holder would be required to file an annual return on IRS Form 8621 regarding distributions received on, and gain recognized on dispositions of, our Ordinary Shares; and

—

any U.S. Holder who acquired our Ordinary Shares upon the death of a U.S. Holder would not receive a step-up of the income tax basis to the fair market value of such shares. Instead, such U.S. Holder beneficiary would have a tax basis equal to the decedent’s basis, if lower.

U.S. HOLDERS OF OUR ORDINARY SHARES (AND/OR OPTIONS TO ACQUIRE OUR ORDINARY SHARES) SHOULD CONSULT THEIR TAX ADVISORS ABOUT THE PFIC RULES, INCLUDING THE POSSIBILITY, AND ADVISABILITY OF, AND THE PROCEDURE AND TIMING FOR MAKING CERTAIN ELECTIONS THAT MIGHT HELP THEM TO AVOID CERTAIN OF THE ADVERSE CONSEQUENCES THAT WOULD RESULT IF WE WERE TO BE DEEMED A PFIC.

Information Reporting and Backup Withholding

U.S. information reporting requirements and backup withholding tax generally will apply to payments to some U.S non-corporate holders of Ordinary Shares. Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, Ordinary Shares by a payor within the United States to a holder of Ordinary Shares other than an “exempt recipient,” including a corporation and any payee that is not a U.S. Holder that provides an appropriate certification.

A payor within the United States will be required to withhold at the fourth lowest rate of tax applicable to single individual taxpayers (currently 28%) on any payments of dividends on, or proceeds from the sale of, Ordinary Shares within the United States to a holder, other than an “exempt recipient,” if the holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, backup withholding tax requirements.

Israeli Taxation

The following is a summary of the current tax law applicable to companies in Israel, with special reference to its effect on our subsidiaries and us. The following also contains a discussion of specific Israeli tax consequences to our shareholders and government programs from which we, and some of our subsidiaries, benefit. To the extent that the discussion is based on tax legislation that has not been subject to judicial or administrative interpretation, there can be no assurance that the views expressed in the discussion will be accepted by the tax authorities in question.

The discussion is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible tax considerations.

General Corporate Tax Structure

Generally, as of January 1, 2009, Israeli companies are subject to corporate tax at a rate of 26% on taxable income and are subject to capital gains tax at a rate of 25% on capital gains derived after January 1, 2003 (other than capital gains from the sale of listed securities, which are subject to tax at the current rate of 27%). The effective tax rate payable by a company that derives income from an Approved Enterprise (as discussed below), however, may be considerably less. Corporate tax rates, which were reduced from a rate of 31% for the 2006 tax year, to a rate of 29% for the 2007 tax year, 27% for the 2008 tax year and 26% for the 2009 tax year, will further decline to 25% for the 2010 tax year and thereafter. Capital gains derived after January 1, 2003 (other than gains derived from the sale of listed securities that are taxed at the prevailing corporate tax rates) are subject to tax at a rate of 25%. Under the Income Tax Law (Adjustment for Inflation) 1985, income for tax purposes is measured in terms of earnings in NIS adjusted for the increase in the Israeli Consumer Price Index. The difference between the annual changes in the Israeli Consumer Price Index and in the NIS/U.S. Dollar exchange rates causes a difference between taxable income and the income reflected in our financial statements. See Note 13D to our consolidated financial statements included herein.

Law for the Encouragement of Capital Investments, 1959

The Law for the Encouragement of Capital Investments, 1959 (the “Investment Law”) provides that a proposed capital investment in production facilities or other eligible facilities may be designated as an Approved Enterprise. An application to the Investment Center of the Ministry of Industry and Trade (the “Investment Center”), must be submitted to obtain Approved Enterprise status. Each instrument of approval for an Approved Enterprise relates to a specific investment program that is defined both by the financial scope of the investment, including sources of funds, and by the physical characteristics of the facility or other assets.

The tax benefits available under any instrument of approval relate only to taxable profits attributable to the specific program and are contingent upon meeting the criteria set out in the instrument of approval. If a company has more than one approval or only a portion of its capital investments are approved, its effective tax rate is the weighted average of the applicable rates. Subject to certain qualifications, however, if a company with one or more approvals distributes dividends, the dividends are deemed attributable to the entire enterprise. As explained below, following the amendment of the Investment Law which became effective on April, 1, 2005, companies may receive tax benefits under the law without applying for an Approved Enterprise status.

Tax benefits for income from Approved Enterprises approved before April 1, 2005

Before April 1, 2005, an Approved Enterprise was entitled to receive a grant from the Government of Israel or an alternative package of tax benefits, which we refer to as alternative benefits. We have elected to forego the entitlement to grants and have applied for the alternative benefits, under which undistributed income that we generate from our Approved Enterprises will be completely tax-exempt for two years commencing from the year that we first produce taxable income and will be subject to a tax rate of 10% to 25% for an additional five to eight years, depending on the extent of foreign investment in the company. Alternative benefits are available to us until the earlier of (i) seven consecutive years, commencing in the year in which the specific Approved Enterprise first generates taxable income, (ii) twelve years from commencement of production and (iii) fourteen years from the date of approval of the Approved Enterprise status.

Dividends paid out of income generated by an Approved Enterprise (or out of dividends received from a company whose income is generated by an Approved Enterprise) are generally subject to withholding tax at the rate of 15%. This withholding tax is deductible at source by the Approved Enterprise. The 15% tax rate is limited to dividends and distributions out of income derived during the benefits period and actually paid at any time up to twelve years thereafter. We elected the alternative benefits track, and will additionally be subject to pay corporate tax at the rate of 25% in respect of the gross amount of the dividend that we may distribute out of profits which were exempt from corporate tax in accordance with the provisions of the alternative benefits track. If we are also deemed to be a Foreign Investors Company, or FIC (as defined below), and if the FIC is at least 49% owned by non-Israeli residents, the corporate tax rate paid by us in respect of the dividend we may distribute from income derived by our Approved Enterprises during the tax exemption period may be taxed at a lower rate.

As we have elected the alternative benefits package, we are not obligated to attribute any part of dividends that we may distribute to exempt profits, and we may decide from which year’s profits to declare dividends. We currently intend to reinvest any income that we may in the future derive from our Approved Enterprise programs and not to distribute the income as a dividend.

If we qualify as a FIC, our Approved Enterprises will be entitled to additional tax benefits. Subject to certain conditions, a FIC is a company with a level of foreign investment of more than 25%. The level of foreign investment is measured as the percentage of rights in the company (in terms of shares, rights to profits, voting and appointment of directors), and of combined share and loan capital, that are owned, directly or indirectly, by persons who are not residents of Israel. Such a company will be eligible for an extension of the period during which it is entitled to tax benefits under its Approved Enterprise status (so that the benefit periods may be up to ten years) and for further tax benefits if the level of foreign investment exceeds 49%.

The benefits available to an Approved Enterprise are subject to the fulfillment of conditions stipulated in the Investment Law and its regulations and the criteria in the specific certificate of approval, as described above. If a company does not meet these conditions, it would be required to refund the amount of tax benefits, together with consumer price index linkage adjustment and interest. In February 2007 we received a letter from the Investment Center stating that our Approved Enterprise from April 2001 is about to be terminated if we do not submit a final performance report. We have decided not to pursue the completion of this investment plan, as we have not had any tax benefits from it, and we intend to apply for tax benefits pursuant to the amended law as described below, if and when relevant.

Tax benefits under an Amendment that became effective on April 1, 2005

On April 1, 2005, the Investment Law was significantly amended. The amendment provides that terms and benefits included in any certificate of approval that was granted before the amendment came into effect will remain subject to the provisions of the Investment Law as they were on the date of such approval. Furthermore, the Investment Center will continue to grant Approved Enterprise status to qualifying investments. However, the amendment limits the scope of enterprises that may be approved by the Investment Center by setting criteria for the approval of a facility as an Approved Enterprise, such as provisions generally requiring that at least 25% of the Approved Enterprise’s income will be derived from export.

The amendment provides that Approved Enterprise status will only be necessary for receiving grants. As a result, it is no longer necessary for a company to acquire Approved Enterprise status in order to receive the tax benefits previously available under the alternative benefits provisions. Rather, a company may claim the tax benefits offered by the Investment Law directly in its tax returns, provided that its facilities meet the criteria for tax benefits set out by the amendment. Companies are entitled to approach the Israeli Tax Authority for a pre-ruling regarding their eligibility for benefits under the amendment.

Tax benefits are available under the amendment to production facilities (or other eligible facilities), which are generally required to derive more than 25% of their business income from export. In order to receive the tax benefits, the amendment states that the company must make an investment that meets all the conditions set out in the amendment for tax benefits and exceeds a minimum amount specified in the Investment Law. Such investment allows the company to receive a benefited enterprise status, and may be made over a period of no more than three years ending at the end of the year in which the company requested to have the tax benefits apply to the benefited enterprise. Where the company requests to have the tax benefits apply to an expansion of existing facilities, only the expansion will be considered to be a benefited enterprise and the company’s effective tax rate will be the weighted average of the applicable rates. In this case, the minimum investment required in order to qualify as a benefited enterprise is required to exceed a certain percentage of the value of the company’s production assets before the expansion.

The extent of the tax benefits available under the amendment to qualifying income of a benefited enterprise are determined by the geographic location of the benefited enterprise. The location will also determine the period for which tax benefits are available.

Dividends paid out of income derived by a benefited enterprise will be treated similarly to payment of dividends by an Approved Enterprise under the alternative benefits track. Therefore, dividends paid out of income derived by a benefited enterprise (or out of dividends received from a company whose income is derived from a benefited enterprise) are generally subject to withholding tax at the rate of 15%. The reduced rate of 15% is limited to dividends and distributions out of income derived from a benefited enterprise during the benefits period and actually paid at any time up to twelve years thereafter. A company qualifying for tax benefits under the amendment which pays a dividend out of income derived by its benefited enterprise during the tax exemption period will be subject to corporate tax in respect of the gross amount of the dividend at the otherwise applicable rate of 25%, or lower in the case of a qualified FIC which is at least 49% owned by non-Israeli residents. The dividend recipient would be subject to tax at the rate of 15% on the amount received which tax would be deducted at source.

As a result of the Amendment, tax-exempt income generated under the provisions of the new law will subject us to taxes upon distribution of the tax-exempt income to shareholders or liquidation of the company, and we may be required to record a deferred tax liability with respect to such tax-exempt income.

The amendment sets a minimal amount of foreign investment required for a company to be regarded as a FIC.

Law for the Encouragement of Industrial Research and Development, 1984

Under the Law for the Encouragement of Industrial Research and Development, 1984 (the “Research Law”), research and development programs approved by the Research Committee of the Office of the Chief Scientist (the “Research Committee”) are eligible for grants or loans if they meet certain criteria, in return for the payment of royalties from the sale of the product developed in accordance with the program. Once a project is approved, the Office of the Chief Scientist (the “OCS”), will award grants of up to 50% of the project’s expenditures in return for royalties, usually at rates between 3% to 5% of sales of products developed with such grants, up to a dollar-linked amount equal to 100% to 150% of such grants. Grants received under programs approved after January 1, 1999, are subject to interest at an annual rate of LIBOR for 12 months applicable to dollar deposits, which will accrue annually based on the LIBOR rate published on the first day of each year.

For information regarding restrictions upon, and conditions to, (a) the manufacture outside of Israel of products using technology developed using OCS funding and (b) the transfer of such technology to a non-Israeli entity whether through the direct transfer of the technology or through a transaction involving the company that received such funding, see “Item 5 – Operating and Financial Review and Prospects – Research and development, patents and licenses, etc.”

Tax Benefits and Grants for Research and Development

Israeli tax law allows, under specified conditions, a tax deduction for research and development expenditures, including capital expenditures, for the year in which they are incurred. These expenses must relate to scientific research and development projects, and must be approved by the relevant Israeli government ministry, determined by the field of research. Furthermore, the research and development must be for the promotion of the company and carried out by or on behalf of the company seeking such tax deduction. The amount of such deductible expenses, however, is reduced by the sum of any funds received through government grants for the finance of such scientific research and development projects. Expenditures not so approved are deductible over a three-year period.

Law for the Encouragement of Industry (Taxes), 1969

The following preferred corporate tax benefits, among others, are available to “Industrial Companies” (which we believe we qualify as, as described below) under the Law for the Encouragement of Industry (Taxes), 1969 (the “Industry Encouragement Law”):

Deduction of purchases of know-how and patents over eight years for tax purposes.

Deduction, for tax purposes, of expenses incurred in connection with certain public securities issuances over a three-year period in equal amounts.

Accelerated depreciation rates on both equipment and buildings.

The right to elect, under specified conditions, to file a consolidated tax return with additional related Israeli Industrial Companies and an industrial holding company.

Eligibility for Benefits Under Industry Encouragement Law

Eligibility for benefits under the Industry Encouragement Law is not subject to receipt of prior approval from any governmental authority. Under the law, an Industrial Company is defined as a company resident in Israel, at least 90% of the income of which, in any tax year, determined in Israeli currency, exclusive of income from government loans, capital gains, interest and dividends, is derived from an industrial enterprise owned by it. An industrial enterprise is defined as an enterprise whose major activity in a given tax year is industrial production activity.

We believe that we currently qualify as an Industrial Company within the definition under the Industry Encouragement Law. No assurance can be given that we will continue to qualify as an Industrial Company or that the benefits described above will be available in the future.

Capital Gains Tax

Israeli law imposes a capital gains tax on the sale of capital assets by both residents and non-residents of Israel. The law distinguishes between the “Real Gain” and the “Inflationary Amount.” The Real Gain is the excess of the total capital gain over the Inflationary Amount, computed on the basis of the increase in the Israeli Consumer Price Index between the date of purchase and the date of sale. The Inflationary Amount accumulated prior to December 31, 1993 is taxed at a rate of 10% for residents of Israel (reduced to no tax for non-residents if calculated according to the exchange rate of the dollar instead of the Israeli Consumer Price Index (CPI)), while the Inflationary Amount accumulated following December 31, 1993 is exempt from any capital gains tax. Until the end of the year 2002, capital gains from the sale of our Ordinary Shares were generally exempt from Israeli capital gains tax. This exemption did not apply to a shareholder whose taxable income is determined pursuant to the Israeli Income Tax Law (Inflationary Adjustments), 1985, or to a person whose gains from selling or otherwise disposing of our securities are deemed to be business income.

An individual is subject to a 20% tax rate on real capital gains derived from the sale of shares, as long as the individual has not demanded a deduction of interest and linkage differences in connection with the purchase and holding of the securities; and as long as the individual is not a substantial shareholder of the company issuing the shares, which is generally a shareholder with 10% or more of the right to profits, the right to nominate a director and voting rights. A substantial shareholder (or a shareholder who has demanded a deduction of interest and linkage differences) will be subject to tax at a rate of 25% on real capital gains derived from the sale of shares issued by the company. The determination of whether the individual is a substantial shareholder will be made on the date that the securities are sold. In addition, the individual will be deemed to be a substantial shareholder if at any time during the twelve months preceding this date he or she had been a substantial shareholder. The foregoing tax rates, however, will not apply to dealers in securities. However, according to the tax reform legislation, non-residents of Israel will be exempt from any capital gains tax from the sale of our Ordinary Shares so long as the gains are not derived through a permanent establishment that the non-resident maintains in Israel, and so long as our Ordinary Shares remain listed for trading as described above.

U.S.-Israel Tax Treaty

Pursuant to the U.S.-Israel Tax Treaty, the sale, exchange or disposition of Ordinary Shares by a person who qualifies as a resident of the United States within the meaning of the U.S.-Israel Tax Treaty and who is entitled to claim the benefits afforded to such resident by the U.S.-Israel Tax Treaty (called a “Treaty U.S. Resident”) will generally not be subject to Israeli capital gains tax unless (a) such Treaty U.S. Resident is an individual and was present in Israel for more than 183 days during the relevant taxable year or (b) such Treaty U.S. Resident holds, directly or indirectly, shares representing 10% or more of the voting power of a company during any part of the 12-month period preceding such sale, exchange or disposition. A sale, exchange or disposition of shares by a Treaty U.S. Resident who either is an individual and was present in Israel for more than 183 days during the relevant taxable year or who holds, directly or indirectly, shares representing 10% or more of the voting power of a company at any time during such preceding 12-month period would be subject to such Israeli tax, to the extent applicable; however, under the U.S.-Israel Tax Treaty, such Treaty U.S. Resident would be permitted to claim a credit for such taxes against the U.S. income tax imposed with respect to such sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits.

Israeli Taxation of Non-Residents

Non-residents of Israel, including corporations, will generally be exempt from any Israeli capital gains tax from the sale of shares so long as (i) the gains are not derived through a permanent establishment that the non-resident maintains in Israel, (ii) the shares remain listed for trading on a designated stock market and (iii) the shares were purchased after being listed on the designated stock market. These provisions dealing with capital gains are not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be business income. However, non-Israeli corporations will not be entitled to the foregoing exemptions if an Israeli resident (i) has a controlling interest of 25% or more in such non-Israeli corporation, or (ii) is the beneficiary of or is entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. In addition, pursuant to the U.S.-Israel Tax Treaty, the sale, exchange or disposition of Ordinary Shares by a person who qualifies as a resident of the United States within the meaning of the U.S.-Israel Tax Treaty and who is entitled to claim the benefits afforded to such person by the U.S.-Israel Tax Treaty, which we refer to as a Treaty United States Resident, generally will not be subject to the Israeli capital gains tax unless such Treaty United States Resident holds, directly or indirectly, shares representing 10% or more of our voting power during any part of the twelve-month period preceding such sale, exchange or disposition, subject to certain conditions. Under the U.S.-Israel Tax Treaty, such Treaty United States Resident would be permitted to claim a credit for such taxes against the U.S. federal income tax imposed with respect to such sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits. The U.S.-Israel Tax Treaty does not relate to state or local taxes in the U.S.

Non-residents of Israel are subject to income tax on income accrued or derived from sources in Israel. These sources of income include passive income, including dividends, royalties and interest, as well as non-passive income from services rendered in Israel. On distribution of dividends other than bonus shares or share dividends, income tax is withheld at the rate of 20% for dividends paid to an individual or foreign corporation who is not a substantial shareholder, 25% for dividends paid to a substantial shareholder and 15% for dividends generated by an Approved Enterprise, unless in each case a different rate is provided in a treaty between Israel and shareholder’s country of residence. Under the U.S.-Israel Tax Treaty, the maximum tax on dividends paid to a holder of Ordinary Shares who is a U.S. resident will be 25%. The maximum tax rate on dividends not generated by an Approved Enterprise paid to a U.S. corporation holding at least 10% of our voting power is 12.5%.

A non-resident of Israel who receives dividends from which tax was withheld is generally exempt from the duty to file returns in Israel in respect of such income, provided such income was not derived from a business conducted in Israel by the taxpayer, and the taxpayer has no other taxable sources of income in Israel.

Documents on Display

We are required to file reports and other information with the SEC under the Exchange Act and the regulations thereunder applicable to foreign private issuers. Reports and other information filed by us with the SEC may be inspected and copied at the SEC’s public reference facilities described below. Although as a foreign private issuer we are not required to file periodic information as frequently or as promptly as United States companies, we generally do publicly announce our quarterly and year-end results promptly and file periodic information with the SEC under cover of Form 6-K. As a foreign private issuer, we are also exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements and our officers, directors and principal shareholders are exempt from the reporting and other provisions in Section 16 of the Exchange Act.

This annual report and the exhibits thereto, are available for inspection and copying at the public reference facilities of the SEC located a Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549, and the Commission’s regional offices located in New York, New York and Chicago, Illinois. Copies of all or any part of the annual report or other filings may be obtained from these offices after payment of fees required by the Commission. Please call the Commission at 1-800-SEC-0330 for further information. The Exchange Act file number for our SEC filing is 1-8201.

The Commission also maintains a website at http://www.sec.gov from which certain filings may be accessed.

All documents referenced herein concerning us are archived and may also be inspected at our head offices located at 11 Gush Etzion Street, Givat Shmuel, Israel. Information about us is also available on our website at http://www.cimatron.com. Such information is not part of this annual report.

Item 11.

Quantitative and Qualitative Disclosures About Market Risks.

We are exposed to market risks from changes in foreign currency exchange rates and interest rates, which could impact our results of operations and financial condition. We seek to manage the exposure to these market risks through our regular operating and financing activities and through the use of foreign currency exchange contracts and other financial instruments.

All of such financial instruments are managed and controlled under a program of risk management in accordance with established policies. These policies are reviewed and approved by our Board of Directors. Our treasury operations are subject to an internal audit on a regular basis.

As of December 31, 2008 we had currency exchange forward transactions to sell 1.8 million Euro for a total amount of $2.6 million until December 31, 2009, and had currency exchange forward transactions to sell $8.1 million for a total amount of NIS 31.4 until December 31, 2009. As of May 31, 2009, we had currency exchange forward transactions to sell 2.8 million Euro for a total amount of $3.92 million until December 2009, and had currency exchange forward transactions to sell $6.6 million for a total amount of NIS26.1 million until June, 2010.

Interest Rate Risks

Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio. We have not used derivative financial instruments in our investment portfolio. As of December 31, 2008, we had financial assets totaling approximately $5.7 million, comprised of cash and bank deposits, all of which may be considered fixed rate financial assets. Given the current low interest rates in the financial markets, assuming a 10% interest rate decrease, the net decrease in our earnings would be negligible, holding other variables constant.

In addition, under the two credit lines that we obtained prior to the closing of our merger with Gibbs, the annual interest rates on outstanding principal amounts may vary from Libor + 0.9% to Libor +1.2%. As of May 31, 2009, there were no outstanding amounts drawn thereunder.

Currency Exchange Rate Risks

Our operating and pricing strategies take into account changes in exchange rates over time. However, there can be no assurance that future fluctuations in the value of foreign currencies will not have a material adverse effect on our business, operating results or financial condition. Since the beginning of 2000, we have been using financial instruments to hedge the following foreign currency exposure risks:

Our Subsidiaries – We operate internationally and our subsidiaries in Germany and Italy conduct their respective operations in Euros. This exposes us to market risk from changes in foreign exchange rates to the extent that the functional currency of our subsidiaries will decline in value as compared to the U.S. dollar, resulting in a foreign currency exchange rate loss. Assuming an adverse 20% foreign exchange rate fluctuation, we would experience exchange rate losses of approximately $1,547,000 excluding the effect of our hedging transactions.

Our Providers – Commencing on June 1, 2000 we initiated a Euro denominated price list for all of our Providers in countries whose currency is linked to the Euro. Our revenues from these Providers are therefore exposed to exchange rate differences between the Euro and the United States dollar. Assuming an adverse 20% foreign exchange rate fluctuation, we would experience exchange rate losses from these providers of approximately $202,000 excluding the effect of our hedging transactions.

Expenses in New Israeli Shekels

The cost of our Israel operations, as expressed in U.S. dollars, is influenced by the extent to which any increase in the rate of inflation in Israel is not offset (or is offset on a lagging basis) by a devaluation of the NIS in relation to the U.S. dollar. The inflation rate in Israel was 3.8%, 3.4% and (0.1)% in 2008, 2007 and 2006, respectively. The devaluation (appreciation) of the NIS against the U.S. dollar was (1.1)%, (9.0)% and (8.2)% in 2008, 2007 and 2006, respectively. Assuming a 10% devaluation of the U.S. dollar against the NIS, and assuming a maximum deviation of 1% in inflation, we would experience exchange rate losses of approximately $0.9 million excluding the effect of our hedging transactions.

A significant portion of our expenditures is employee compensation-related. Salaries are paid in NIS and may be adjusted for changes in the CPI through salary increases or adjustments. This increases salary expenses in U.S. dollar terms. The devaluation / appreciation of the NIS against the U.S. dollar decreases / increases employee compensation expenditures as expressed in dollars proportionally. Some of our other NIS-based expenses are either currently adjusted to U.S. dollars or are adjusted to the CPI.

Item 12.

Descriptions of Securities Other than Equity Securities.

Not Applicable

PART II

Item 13.

Defaults, Dividend Arrearages and Delinquencies.

None.

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds.

None.

Item 15T.

Controls and Procedures.

(a) Disclosure Controls and Procedures – our management evaluated, with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2008. Based on their evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures were effective as of December 31, 2008.

(b) Management’s Annual Report on Internal Control Over Financial Reporting – Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rule 15(f) under the Exchange Act. Our internal control over financial reporting system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective can only provide reasonable assurance with respect to financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed our internal control over financial reporting as of December 31, 2008. Our management based its assessment on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management has concluded that, as of December 31, 2008, our internal control over financial reporting is effective.

Attestation Report of the Registered Public Accounting Firm – This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

(c) Changes in Internal Control Over Financial Reporting – There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during 2008, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 16A.

Audit Committee Financial Expert.

Our Board of Directors has determined that Rami Entin qualifies to serve as our audit committee financial expert as well as our external director with “financial expertise” under the Companies Law.

Item 16B.

Code of Ethics.

We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Controller and persons performing similar functions, and which complies with the rules promulgated by the SEC. We will provide to any person, without charge, upon request, a copy of the code of ethics and respond to any questions concerning the code. Requests to receive a copy of the code of ethics should be sent to us at our corporate headquarters located at 11 Gush Etzion Street, Givat Shmuel 54030, Israel, Attention: Chief Financial Officer. In addition, we have adopted a code of business conduct that applies to all of our directors, officers and employees, and which complies with the rules of the Nasdaq Capital Market.

The Chairman of our Audit Committee may approve a request by our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller or any person performing similar functions for a waiver from the requirements of our code of ethics pertaining to (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationship; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we must file with, or submit to, the SEC and in other public communications made by us; (iii) compliance with applicable governmental laws, rules and regulations; (iv) the prompt internal reporting of violation of the code of ethics to the Chairman of our Audit Committee; and (v) accountability for adherence to the code of ethics; provided in each case that the person requesting such waiver provides to our Audit Committee a full disclosure of the particular circumstances relating to such request. The Chairman of our Audit Committee will first determine whether a waiver of the relevant requirements of the code of ethics is required and, if such waiver is required, whether a waiver will be granted. The person requesting such waiver may be required to agree to certain conditions before a waiver or a continuing waiver is granted.

Any amendments to the code of ethics and all waivers from compliance with the code of ethics granted to the persons subject thereto have to be publicly disclosed by us as, and to the extent, required by any applicable law, rule and regulations.

Item 16C.

Principal Accountant Fees and Services.

Audit Fees

The aggregate fees billed for professional services rendered to us by our principal accountants for the audit of our financial statements in 2007 and 2008 were $66,000 and $74,000, respectively.

Audit-Related Fees

We incurred no fees for assurance and related services rendered to us by our principal accountants that were reasonably related to the audit of our financial statements in 2007 and 2008 (aside from the fees included under “Audit Fees” above).

Tax Fees

The aggregate fees billed for professional services rendered to us by our principal accountants for tax compliance, tax advice and tax planning in 2007 and 2008 were $0 and $4,000, respectively

All Other Fees

In 2007 and 2008, the aggregate fees billed for additional professional services rendered to us by our principal accountants, other than for services described in the above categories, were $13,000 and $10,000, respectively.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Accountants

The Audit Committee of our Board of Directors is responsible for the oversight of our independent accountants’ work. The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by our independent accountants, Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu. These services may include audit services, audit-related services, tax services and other services, as described above. Our Audit Committee sets forth the basis for its pre-approval in detail, listing the particular services or categories of services which are pre-approved, and setting forth a specific budget for such services. Additional services may be pre-approved by the Audit Committee on an individual basis. Once services have been pre-approved, our independent accountants and management then report to the Audit Committee on a periodic basis regarding the extent of services actually provided in accordance with the applicable pre-approval, and regarding the fees for the services performed. Such fees for 2007 and 2008 were pre-approved by the Audit Committee in accordance with these procedures.

In December 2008, our shareholders approved the engagement of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu, as our independent auditors for the fiscal year ended December 31, 2008 and until the next annual shareholder meeting. Such approval followed the pre-approval by our Board of Directors and Audit Committee of such engagement (in the case of the Audit Committee, as described above).

Item 16D.

Exemptions from the Listing Standards for Audit Committees. –

Not applicable

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

Issuer Purchases of Equity Securities⁽¹⁾

Period




January 2008	0	0	0	-
February 2008	0	0	0	-
March 2008	0	0	0	-
April 2008	0	0	0	-
May 2008	0	0	0	-
June 2008	31,722	2.21	31,722	929,888
July 2008	31,600	1.73	31,600	875,212
August 2008	12,700	1.99	12,700	849,933
September 2008	2,000	1.57	2,000	846,793
October 2008	34,900	1.16	34,900	806,445
November 2008	21,400	0.98	21,400	785,372
December 2008	13,400	0.83	13,400	774,193
January 2009	20,200	1.04	20,200	753,223
February 2009	9,934	0.97	9,934	743,574
March 2009	4,900	0.81	4,900	739,588
April 2009	18,500	0.84	18,500	724,141
May 2009	19,600	0.90	19,600	706,462

(1)

On June 4, 2008 we announced that our Board of Directors had approved the use of up to $1 million of our available cash to repurchase our Ordinary Shares. Under the repurchase program, share purchases may be made from time to time at the discretion of management in the open market or in privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such purchases will be made in accordance with the requirements of the SEC. For a portion of the authorized repurchase amount, we may enter into a plan that is compliant with Rule 10b5-1 of the Exchange Act that is designed to facilitate such purchases. The repurchase program has no time limit, does not require us to acquire a specific number of shares, and may be suspended from time to time or discontinued.

Item 16F.

Change in Registrant’s Certifying Accountant.

Not applicable.

Item 16G.

Corporate Governance.

Nasdaq Listing Requirements

Nasdaq rules enable foreign private issuers, such as us, to comply with the prevalent practice in our jurisdiction of incorporation in place of certain Nasdaq listing requirements. To the extent that we choose to do so, we are required to disclose in our annual reports filed with the SEC each Nasdaq listing requirement that we do not follow and describe the home country practice that we follow in lieu of such requirement.

We have chosen not to comply with Nasdaq Marketplace Rules 5605(e)(2) (requiring companies to adopt a formal written charter or board resolution addressing the company’s nominations process), 5605(b)(1) (requiring a majority of the board of directors to be comprised of independent directors) and 5605(b)(2) (requiring regularly scheduled meetings of a listed company’s independent directors). Under Israeli law, the board nominations process is conducted by the full board of directors. Similarly, under Israeli law, all matters that are subject to the approval of a company’s board of directors are discussed by the full board of directors. Furthermore, under Israeli law, the board of directors needs to include external directors (as described in “Item 6- Directors, Senior Management and Employees- Board of Directors- External Directors”) but independent or external directors do not need to comprise a majority of the board. In addition, we do not intend to comply (if and when the events underlying such rule become relevant) with the Nasdaq listing requirement for shareholder approval for the establishment of, and amendments to, stock option or purchase plans (Nasdaq Marketplace Rule 5635(c)), which matter is not subject to shareholder approval under Israeli law and practice.

We have also chosen to follow our home country practice in lieu of compliance with Nasdaq Marketplace Rule 5605(d), which requires that the compensation of the chief executive officer and all other executive officers of our company be determined, or recommended to the board for determination, either by a majority of the independent directors, or by a compensation committee comprised solely of independent directors. Under the Companies Law, the compensation of such officers is determined by the full board of directors, and there is no requirement for a recommendation or determination by independent directors or a compensation committee. If the chief executive officer or any other executive officer is also a director, then the Companies Law requires that the terms of compensation of the officer must be approved by the audit committee, board of directors and shareholders of a company and that the officer may not be present when the audit committee or board of directors discusses or acts upon the terms of his or her compensation.

As a foreign private issuer we are also entitled to follow our home country practice in lieu of compliance with the Nasdaq rule that requires disclosure of the compensation of our directors and members of our administrative, supervisory or management bodies. Since under the Companies Law such disclosure is not required on an individual basis, the compensation of our executive officers is provided on an aggregate basis.

PART III

Item 17.

Financial Statements

Not Applicable

Item 18.

Financial Statements

See pages F-1 through F-25 appended hereto.

Item 19.

Exhibits

1.1

Amended and Restated Articles of Association of Cimatron Ltd.*

4.1

Services Agreement by and between Cimatron Ltd and DBSI Investments Ltd. ("DBSI"), as assigned to DBSI by Zeevi Computers and Technology Ltd.**

4.2.1

Letter of Agreement, dated May 24, 2005, by and among Microsystem Srl, Cimatron Ltd., and all other shareholders of Microsystem Srl, including the related First Call Option Agreement, Second Call Option Agreement, Put Option Agreement, and Shareholders Agreement, all dated July 1, 2005 by and among Microsystem Srl, Cimatron Ltd. and all other shareholders of Microsystem Srl.***

4.2.2

Second Call Option Exercise Notice, dated July 7, 2008, by and among Cimatron Ltd. and all other shareholders of Microsystem Srl.

4.2.3

Registration Rights Agreement, dated June 3, 2007, by and among Cimatron Ltd., 3Kotek 2 B.V. (as successor in interest to Koonras Technologies Ltd.) and DBSI Investments Ltd.****

4.2.4

Registration Rights Agreement, dated December 31, 2007, by and between Cimatron Ltd. and William F. Gibbs.*****

4.2.5

Merger Agreement and Plan of Reorganization, dated as of December 31, 2007, by and among Cimatron Ltd., Cimatron Technologies, Inc., Nortamic LLC (name later changed to Cimatron Gibbs LLC), Gibbs System, Inc., and William F. Gibbs.******

4.2.6

Employment Agreement, dated as of January 2, 2008, by and between William F. Gibbs and Cimatron Gibbs LLC (formerly known as Nortamic LLC).*******

8.1

List of Cimatron Ltd. Subsidiaries.

12.1

Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act.

12.2

Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act.

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350.

15.1

Consent of Independent Public Accountants.

Incorporated by reference to Exhibit A to our Proxy Statement for our 2006 Annual General Meeting of Shareholders, included in our Current Report on Form 6-K, filed with the SEC on November 22, 2006.

Incorporated by reference to our Registration Statement on Form F-1, File No. 333-1484, as amended, filed with the SEC on February 16, 1996.

***

Incorporated by reference to Exhibit 4.2 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2005, filed with the SEC on June 29, 2006 (File No. 0-27974).

****

Incorporated by reference to Exhibit 4.2 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2006, filed with the SEC on June 28, 2007 (File No. 0-27974).

*****

Incorporated by reference to Exhibit 4.2.3 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2007, filed with the SEC on June 30, 2008 (File No. 0-27974).

******

Incorporated by reference to Exhibit 4.2.4 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2007, filed with the SEC on June 30, 2008 (File No. 0-27974).

*******

Incorporated by reference to Exhibit 4.2.5 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2007, filed with the SEC on June 30, 2008 (File No. 0-27974).

SIGNATURES

The registrant certifies that it meets all the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this annual report on its behalf.

CIMATRON LTD.

By: /s/ Dan Haran
——————————————
Dan Haran
President and Chief Executive Officer

Date: June 29, 2009

CIMATRON LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

	Page




Report of Independent Registered Public Accounting Firm	F - 2

Consolidated Financial Statements:

Balance Sheets as of December 31, 2008 and 2007	F - 3 - F - 4

Statements of Operations for the years ended December 31, 2008, 2007 and 2006	F - 5

Statement of Shareholders' Equity and Comprehensive Income (Loss) for the years
ended December 31, 2008, 2007 and 2006	F - 6

Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006	F - 7 - F - 8

Notes to the Consolidated Financial Statements	F - 9 - F - 33






	Brightman Almagor Zohar
	1 Azrieli Center
	Tel Aviv 67021
	P.O.B. 16593, Tel Aviv 61164
	Israel

	Tel: +972 (3) 608 5555
	Fax: +972 (3) 609 4022
	info@deloitte.co.il
	www.deloitte.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
Cimatron Ltd.

We have audited the accompanying consolidated balance sheets of Cimatron Ltd (the “Company”) and its subsidiaries as of December 31, 2008 and 2007 and the related statements of operations, shareholders’ equity and comprehensive income (loss) and cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We did not audit the financial statements of certain subsidiary, whose assets constitute approximately 7% of total consolidated assets at December 31, 2008, and whose revenues constitute approximately 24% of consolidated total revenues for the year ended December 31, 2008. Those statements were audited by other auditor, whose report has been furnished to us and our opinion, insofar as it relates to the amounts included for the abovementioned subsidiary, is based solely on the report of this other auditor.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and report of the other auditor, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2008 and 2007 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with U.S. generally accepted accounting principles.

Brightman Almagor Zohar & Co.
Certified Public Accountants
A member firm of Deloitte Touche Tohmatsu

Tel-Aviv, Israel
June 28, 2009

F - 2

CIMATRON LIMITED

CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

	December 31,
	2 0 0 8		2 0 0 7



ASSETS

Current assets
Cash and cash equivalents	$	5,727	$	9,026
Trade accounts receivable, net of allowance for doubtful accounts of $1,319 and
$1,397 as of December 31, 2008 and 2007 respectively (Note 5)		7,108		7,308
Other accounts receivable and prepaid expenses (Note 6)		2,515		1,258
Inventory		182		209

Total current assets		15,532		17,801


Long-term investments (Note 4)		-		1,158


Deposits with insurance companies and severance pay funds (Note 10)		2,719		2,703


Property and equipment (Note 7)
Cost		9,454		8,375
Less - accumulated depreciation		8,142		7,038

Property and equipment, net		1,312		1,337


Other assets
Software development costs, net (Note 8)		79		112
Goodwill, net		8,910		3,343
Other Intangible Assets		5,318		873

Total other assets		14,307		4,328


Total assets		33,870		27,327

The accompanying notes are an integral part of the financial statements

F - 3

CIMATRON LIMITED

CONSOLIDATED BALANCE SHEETS
(in thousands, except share data) (cont)

	December 31,
	2 0 0 8			2 0 0 7



LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Short-term bank credit		155			791
Related parties		131			124
Trade payables		1,865			2,258
Other liabilities and accrued expenses (Note 9)		7,217			7,765
Deferred revenues		2,348			742

Total current liabilities		11,716			11,680


Long-term liabilities
Accrued severance pay (Note 10)		3,933			3,929
Long term loan		293			403
Deferred tax liability		1,729			282

		5,955			4,614


Minority interests		(4	)		63


Contingent liabilities and commitments (Note 11)

Shareholders' equity
Share capital (Note 12):
Ordinary shares of NIS 0.10 par value (Authorized - 19,950,000 shares, issued
and outstanding - 9,560,698 shares at December 31, 2008 and 8,053,782 at
December 31, 2007)		304			265
Additional paid-in capital and other capital surplus		18,131			13,754
Accumulated other comprehensive loss:
Foreign currency translation adjustments		(249	)		(170	)
Unrealized loss on available for-sale securities		-			(88	)
Unrealized gain on derivative instruments		314			-
Accumulated deficit		(1,908	)		(2,632	)

		16,592			11,129
Treasury stock, at cost; 313,822 and 166,100 shares at December 31, 2008 and 2007
respectively		(389	)		(159	)

Total shareholders' equity		16,203			10,970


Total liabilities and shareholders' equity		33,870			27,327

The accompanying notes are an integral part of the financial statements.

F - 4

CIMATRON LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	Year ended December 31,
	2 0 0 8			2 0 0 7			2 0 0 6



Revenues (Note 15a):
Products	$	20,066		$	14,331		$	9,642
Services		20,909			14,309			11,817

Total		40,975			28,640			21,459


Cost of revenues (Note 15b):
Products		5,725			3,867			2,154
Services		2,044			1,573			1,469

Total		7,769			5,440			3,623


Gross profit		33,206			23,200			17,836

Research and development expenses, net		6,930			4,281			4,426
Selling, general and administrative expenses (Note 15c)		25,750			17,243			13,362


Operating income		526			1,676			48

Financial income (expenses), net		(80	)		353			574
Other expenses		-			(3	)		(5	)


Income before income taxes		446			2,026			617

Income taxes (Note 13)		237			-			(27	)


Income after income taxes		683			2,026			590

Company's equity in results of affiliated company		-			(52	)		(105	)

Minority interest in results of subsidiary		41			(51	)		29


Net Income	$	724		$	1,923		$	514


Net Income per share (basic and diluted)	$	0.08		$	0.24		$	0.07


Weighted average number of shares outstanding
Basic earnings per share		9,341			7,866			7,835

Diluted earnings per share		9,360			7,910			7,835

The accompanying notes are an integral part of the financial statements

F - 5

CIMATRON LIMITED

STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)
(in thousands)

									Comprehensive income (loss)




Total comprehensive loss									$	(4,866	)
Balance at January 1, 2006	264	13,417	(838	)	(4,702	)	(159	)				7,982

Changes during the year ended December 31, 2006:
Net loss					514					514		514
Unrealized gain on available-for-sale securities			(7	)						(7	)	(7	)
Unrealized loss on derivative instruments			289							289		289
Foreign currency translation adjustment			(37	)						(37	)	(37	)
Stock option compensation		104								104		104

Total comprehensive income									$	863

Balance at December 31, 2006	264	13,521	(593	)	(4,188	)	(159	)				8,845


Changes during the year ended December 31, 2007:
Net Income					1,923					1,923		1,923
Adjustment for the cumulative effect of prior years Adoption
of Interpretation 48					(367	)						(367	)
Unrealized loss on available-for-sale securities			121							121		121
Unrealized gain on derivative instruments			(131	)						(131	)	(131	)
Foreign currency translation adjustment			345							345		345
Exercise of stock options	1	113										114
Stock option compensation		120										120

Total comprehensive income										2,258

Balance at December 31, 2007	265	13,754	(258	)	(2,632	)	(159	)				10,970


Changes during the year ended December 31, 2008:
Net Income					724					724		724
Issuance of shares	39	4,248										4,287
Investment in treasury stock							(230	)				(230	)
Unrealized loss on available-for-sale securities			88							88		88
Unrealized gain on derivative instruments			314							314		314
Foreign currency translation adjustment			(79	)						(79	)	(79	)
Exercise of stock options		14										14
Stock option compensation		115										115


Total comprehensive income										1,047

Balance at December 31, 2008	304	18,131	65		(1,908	)	(389	)				16,203

F - 6

CIMATRON LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Year ended December 31,
	2 0 0 8			2 0 0 7			2 0 0 6



CASH FLOWS - OPERATING ACTIVITIES

Net Income	$	724		$	1,923		$	514

Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization		1,584			891			521
Increase (decrease) in accrued severance pay		4			(210	)		464
Gain from sale of property and equipment, net		(3	)		-			-
stock options compensation		115			120			104
Loss from sale and devaluation (revaluation) of bonds and funds		-			-			22
Company's equity in results of affiliated company		-			51			116
Minority interest in results of subsidiary		(67	)		69			(28	)
Deferred taxes, net		(359	)		(125	)		-

Changes in assets and liabilities:
Decrease (increase) in accounts receivable and prepaid expenses		2,475			20			(266	)
Decrease in inventory		26			18			6
Decrease (increase) in deposits with insurance companies
and severance pay fund		(16	)		89			(434	)
Increase in debts to related parties		7			15			(195	)
Increase (decrease) in trade payables, accrued expenses
and other liabilities		(1,720	)		532			434

Net cash provided by operating activities		2,770			3,393			1,258


CASH FLOWS - INVESTING ACTIVITIES

Proceeds from sale and redemption of bonds		1,245			250			2,160
Purchase of property and equipment		(438	)		(555	)		(444	)
Proceeds from sale of property and equipment		2			-			7
Additional payment for acquisition of subsidiary		(1,268	)		-			-
Acquisition of subsidiary, net of cash acquired (Appendix A)		(4,761	)		301			(127	)

Net cash provided by (used in) investing activities		(5,220	)		(4	)		1,596


CASH FLOWS - FINANCING ACTIVITIES
Short-term bank credit		(637	)		204			(1	)
Long-term bank credit		4			(9	)		-
Proceeds from issuance of shares upon exercise of options		14			114			-
Investment in treasury stock		(230	)		-			-

Net cash used in financing activities		(849	)		309			(1	)


Effect of exchange rate changes on cash		-			(269	)		36
Net increase (decrease) in cash and cash equivalents		(3,299	)		3,698			2,853
Cash and cash equivalents at beginning of year		9,026			5,597			2,708

Cash and cash equivalents at end of year		5,727		$	9,026		$	5,597

Supplemental information:
Cash paid during the year for income taxes	$	32		$	47		$	100

The accompanying notes are an integral part of the financial statements.

F - 7

CIMATRON LIMITED

APPENDIX TO STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)

	Year ended December 31,
	2 0 0 8			2 0 0 7			2 0 0 6



Appendix A - Acquisition of subsidiary, net of cash acquired

Working capital - excluding cash		(879	)		(2,938	)		59
Goodwill		4,035			2,598			41
Other intangible assets		5,432			968			-
Property and equipment		158			444			27
Tax asset		302			-			-
Investment		-			(771	)		-

		9,048			301			127

Issuance of shares		(4,287	)		-			-

	$	(4,761	)	$	301		$	127

Appendix B - Non-cash transactions

Purchase of property on credit	$	5		$	28		$	60

The accompanying notes are an integral part of the financial statements.

F - 8

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 1

–

GENERAL

Cimatron Ltd. (the “Compamy”) designs, develops, manufactures, markets and supports a family of CAD/CAM software solutions for mold, tool and die makers as well as manufacturers of discrete parts. The Cimatron product line includes the CimatronE and GibbsCAM brands with solutions for mold design, die design, electrodes design, 2.5 to 5 axes milling, wire EDM, turn, Mill-turn, rotary milling, multi-task machining, and tombstone machining. Cimatron’s subsidiaries and distribution network serve and support customers in the automotive, aerospace, medical, consumer plastics, electronics, and other industries in over 40 countries worldwide.

NOTE 2

–

SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared in conformity with U.S. generally accepted accounting principles ("GAAP").

Use of estimates in preparation of financial statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Financial statements in U.S. dollars

The reporting currency of the Company is the U.S. dollar (the “dollar”).

The dollar is the functional currency of the Company and its subsidiaries in the United States and Canada. Transactions and balances originally denominated in dollars are presented at their original amounts. Non-dollar transactions and balances are remeasured into dollars in accordance with the principles set forth in Statement of Financial Accounting Standards (“SFAS”) No. 52 “Foreign Currency Translation” (“SFAS No. 52”). All exchange gains and losses from remeasurement of monetary balance sheet items resulting from transactions in non-dollar currencies are recorded in the statement of operations as they arise.

The financial statements of certain subsidiaries whose functional currency is other than the dollar are translated into dollars in accordance with the principles set forth in SFAS No. 52. Assets and liabilities have been translated at year-end exchange rates; results of operations have been translated at average exchange rates. The translation adjustments have been reported as a separate component of shareholders’ equity.

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and all of its subsidiaries. All significant intercompany transactions and balances have been eliminated.

F - 9

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 2

–

SIGNIFICANT ACCOUNTING POLICIES (cont.)

Cash and cash equivalents

Cash equivalents consist of short-term, highly liquid investments that are readily convertible into cash with original maturities of three months or less.

Marketable debt securities

The Company accounts for its investments in marketable securities in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”(“SFAS 115”).

Management determines the appropriate classification of the Company’s investments in marketable debt securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available-for-sale.

As of December 31, 2007 all marketable debt securities were designated as available-for-sale and accordingly were stated at fair value, with the unrealized gains and losses reported in shareholders’ equity under accumulated other comprehensive income (loss). Realized gains and losses on sales of investments, as determined on a specific identification basis, were included in the consolidated statement of operations.As of December 31, 2008 the Company had no investment in marketable debt securities.

Fair value of financial instruments

The financial instruments of the Company consist mainly of cash and cash equivalents, short-term investments, current accounts receivable, accounts payable and long-term liabilities. In view of their nature, the fair value of the financial instruments included in working capital of the Company is usually identical or close to their carrying amounts.

Concentrations of credit risk

Financial instruments which potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, and accounts receivable. The Company’s cash and cash equivalents are invested primarily in deposits with major banks worldwide. Management believes that the financial institutions that hold the Company’s investments are financially sound, and accordingly, minimal credit risk exists with respect to these investments. The Company’s trade receivables are derived from sales to customers located primarily in the U.S., Europe, Asia and Israel. The allowance for doubtful accounts is provided with respect to all balances deemed doubtful of collection.

Allowance for doubtful accounts

The allowance for doubtful accounts is computed on the specific identification basis for accounts, the collection of which, in management’s estimation, is doubtful.

F - 10

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 2

–

SIGNIFICANT ACCOUNTING POLICIES (cont.)

Inventory

Inventory is presented at the lower of cost or market. Cost is determined by the “first in, first out” method.

Property and equipment

Property and equipment are stated at cost. Depreciation is computed using the “straight-line” method, over the estimated useful life of assets, as follows:






	Computers and software	3 years
	Office furniture and equipment	5- 16.5 years

Leasehold improvements are amortized over the shorter of the life of the respective lease or the service life of the improvements.

Impairment of long-lived assets

The Company regularly reviews whether facts and circumstances exist which indicate that the carrying amount of assets may not be recoverable. The Company assesses the recoverability of the carrying amount of its long-lived assets based on expected undiscounted cash flows. If an asset’s carrying amount is determined to be not recoverable, the Company recognizes an impairment loss based upon the difference between the carrying amount and the fair value of such asset, in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”).

Software development costs

The Company capitalizes software development costs in accordance with SFAS No. 86 “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed” (“SFAS No. 86”). Capitalization of software development costs begins upon the establishment of technological feasibility, and continues up to the time the software is available for general release to customers. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors including, but not limited to, anticipated future gross product revenue, estimated economic life and changes in software and hardware technology.

Based on the Company’s product development process, technological feasibility is established upon completion of a working model. Costs incurred by the Company between completion of the working models and the point at which the products are ready for general release has been insignificant. Therefore, all research and development costs have been expensed.

F - 11

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 2

–

SIGNIFICANT ACCOUNTING POLICIES (cont.)

Acquisition-related intangible assets

The Company accounts for its business combinations in accordance with SFAS No. 141 “Business Combinations” (“SFAS 141”) and the related acquired intangible assets and goodwill in accordance with SFAS No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”). SFAS 141 specifies the accounting for business combinations and the criteria for recognizing and reporting intangible assets apart from goodwill.

Acquisition-related intangible assets result from the Company’s acquisitions of businesses accounted for under the purchase method and consist of the values of identifiable intangible assets including developed software products, established workforce and trade names, as well as goodwill. Goodwill is the amount by which the acquisition cost exceeds the fair values of identifiable acquired net assets on the date of purchase. Acquisition-related intangible assets are reported at cost, net of accumulated amortization.

Stock-based compensation

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123(R)”). SFAS No. 123(R) requires employee share-based equity awards to be accounted for under the fair value method. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Prior to January 1, 2006, the Company accounted for stock-based equity awards granted using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”), and related interpretations, and provided the required pro forma disclosures prescribed by SFAS No. 123, “Accounting for Stock-Based Compensation”(“SFAS No. 123”), as amended.

Under the modified prospective method of adoption for SFAS No. 123(R), the compensation cost recognized by the Company beginning in 2006 includes (a) compensation cost for all equity incentive awards granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all stock-based compensation awards granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). The Company uses the straight-line attribution method to recognize stock-based compensation costs over the service period of an award.

F - 12

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 2

–

SIGNIFICANT ACCOUNTING POLICIES (cont.)

Stock-based compensation (cont)

Stock-based compensation recognized in 2006 as a result of the adoption of SFAS No. 123(R), as well as pro forma disclosures according to the original provisions of SFAS No. 123 for periods prior to the adoption of SFAS No. 123(R), use the Black-Scholes option pricing model for estimating the fair value of options granted under the Company’s equity plans. The weighted average assumptions that were used in calculating such values during 2008, 2007, and 2006 were based on estimates at the date of grant as follows:






Risk-free interest rate	2.25	%	4.75	%	5.41	%
Expected life of options	3.25 year		3.19 year		3.25 year
Expected volatility	84	%	93	%	67	%
Expected dividend yield	None		None		None

F - 13

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 2

–

SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revenue recognition

The Company recognizes revenues in accordance with the American Institute of Certified Public Accountants (“AICPA”) Statement of Position 97-2, “Software Revenue Recognition”, as amended.

Revenues from software license fees are recognized when persuasive evidence of an arrangement exists, the software product covered by written agreement or a purchase order signed by the customer has been delivered, the license fees are fixed and determinable and collection of the license fees is considered probable. When software arrangements involve multiple elements the Company allocates revenue to each element based on the relative fair values of the elements. The Company’s determination of fair value of each element in multiple element arrangements is based on vendor-specific objective evidence (“VSOE”). The Company limits its assessment of VSOE for each element to the price charged when the same element is sold separately.

Service revenues include consulting services, post-contract customer support and training. Consulting revenues are generally recognized on a time and material basis. Software maintenance agreements provide technical customer support and the right to unspecified upgrades on an if-and-when-available basis. Post-contract customer support revenues are recognized ratably over the term of the support period (generally one year) and training and other service revenues are recognized as the related services are provided. Deferred revenues represent mainly amounts received on account of service agreements.

The Company’s sales are made pursuant to standard purchase orders, containing payment terms averaging between 30 – 120 days. The Company’s arrangements do not substantially include any refund provisions nor are payments subject to milestones. In addition, the Company’s arrangements do not substantially contain customer acceptance provisions.

Research and development costs

Research and development costs are expensed as incurred.

F - 14

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 2

–

SIGNIFICANT ACCOUNTING POLICIES (cont.)

Deferred income taxes

Deferred income taxes are provided for temporary differences between the assets and liabilities, as measured in the financial statements and for tax purposes, at the tax rates expected to be in effect when these differences reverse, in accordance with SFAS No. 109 “Accounting for Income Taxes” (“SFAS No. 109”).

On January 1, 2007, the Company adopted the provisions of FASB interpretation No 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes”, an interpretation of SFAS No. 109. As a result of this adoption, the Company recognized a charge of $367 to the beginning balance of the accumulated deficit on the accompanying consolidated balance sheet as of December 31, 2007

Net income (loss) per ordinary share

Basic and diluted net income (loss) per share have been computed in accordance with SFAS No. 128 “Earning per Share” using the weighted average number of ordinary shares outstanding. Basic income (loss) per share excludes any dilutive effect of options and warrants.

Derivative financial instruments

The Company’s primary objective for holding derivative financial instruments is to manage mainly currency market risks. The Company transacts business in various currencies other than the U.S. dollar, primarily the Euro and New Israeli Shekel (the “NIS”). The Company has established balance sheet and forecasted transaction risk management programs to protect against volatility of future cash flows caused by changes in exchange rates. It uses currency forward contracts and currency options in these risk management programs. These programs reduce, but do not always entirely eliminate, the impact of currency exchange movements.

In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended, the Company recognizes all derivative instruments as either assets or liabilities on the balance sheet at fair value. Fair values of currency forward contracts and currency options are based on quoted market prices or pricing models using current market rates. The accounting for gains or losses from changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship as well as on the type of hedging relationship.

The Company’s accounting policies for these instruments are based on whether they meet the criteria for designation as hedging transactions, either as cash flow or fair value hedges. The criteria for designating a derivative as a hedge include the instrument’s effectiveness in risk reduction and one-to-one matching for the derivative instrument to its underlying transaction. Gains and losses on derivatives that are not designated as hedges for accounting purposes are recognized currently in earnings, and generally offset changes in the value of assets and liabilities.

The Company’s outstanding derivative instruments as of balance sheet dates are included in other receivables and other accrued liabilities.

F - 15

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 2

–

SIGNIFICANT ACCOUNTING POLICIES (cont.)

Derivative financial instruments (cont.)

Currency forward contracts and currency options, which generally expire within 12 months and are used to hedge exposures to variability in expected future foreign-denominated cash flows, are designated as cash flows hedges. For these derivatives, the effective portion of the gain or loss is reported as a component of other comprehensive income in stockholders’ equity and is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings, and within the same income statement line item.

The ineffective portion of the gain or loss on the derivative in excess of the cumulative change in the present or future cash flows of the hedged item, if any, is recognized in financial income (expenses) net during the period of change.

The carrying amount of foreign currency forward contracts and foreign currency options outstanding at December 31, 2008 and 2007 is $314 and $2, respectively. As of the balance sheet dates, the fair value of these contracts approximates their carrying amount.

Recently issued accounting pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“FAS 141R”). FAS 141R provides revised guidance on how acquirers recognize and measure the consideration, identifiable assets acquired, liabilities assumed, contingencies, non-controlling interests and goodwill acquired in a business combination, and expands disclosure requirements surrounding the nature and financial effects of business combinations. Key changes include: acquired in-process research and development will no longer be expensed on acquisition, but capitalized and assessed for impairment where relevant and amortized over its useful life; acquisition costs will be expensed as incurred; restructuring costs will generally be expensed in periods after the acquisition date; the consideration in shares is to be valued at closing date; and in the event that a deferred tax valuation allowance relating to a business acquisition, including from prior years, is subsequently reduced, the adjustment will be recognized in the statement of income. Early adoption is not permitted. As applicable to the Company, this statement will be effective, on a prospective basis, as of the year beginning January 1, 2009. The Company believes that the initial adoption of FAS 141R will not have a material impact on its consolidated financial statements. However, if the Company consummates business combinations after the adoption of FAS 141R, this could significantly impact the consolidated financial statements as compared to prior acquisitions which were accounted for under existing GAAP requirements, due to the changes described above.

In April 2008 the FASB issued FASB Staff Position (FSP) SFAS 142-3, “Determination of the Useful Life of Intangible Assets.” FSP SFAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142. This new staff position is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair

F - 16

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 2

–

SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recently issued accounting pronouncements (cont.)

value of the asset under SFAS 141(R). FSP SFAS 142-3 is effective for fiscal years beginning after December 15, 2008, which means that it will be effective for the Company starting January 1, 2009. The Company believes that the initial adoption of FSP SFAS 142-3 will not have a material impact on its consolidated financial statements. However, if the Company consummates business combinations after the adoption of FSP SFAS 142-3, this could significantly impact the consolidated financial statements as compared to prior acquisitions which were accounted for under existing GAAP requirements, due to the changes described above.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” (“SFAS No. 161”) as an amendment to SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 161 requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The fair value of derivative instruments and their gains and losses will need to be presented in tabular format in order to present a more complete picture of the effects of using derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008. The Company does not believe that the adoption of SFAS No. 161 will have a significant impact on its consolidated financial statements.

F - 17

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 3

–

ACQUISITIONS

In January 2008 the Company completed the merger of Gibbs System Inc., developer of GibbsCAM®, software for programming CNC machine tools, into Cimatron Gibbs LLC, a wholly owned subsidiary of the Company’s US-based subsidiary Cimatron Technologies, Inc. As consideration in the transaction, the Company paid cash in the amount of approximately $5 million, as well as 1,500,000 newly issued ordinary shares of Cimatron, which represented approximately 16% of its issued and outstanding share capital immediately following the consummation of the merger.

This merger was accounted for in accordance with SFAS No. 141 and SFAS No. 142, and the financial results of Gibbs have been included in the Company’s financial statements beginning on the merger date.

The purchase price has been allocated on the basis of the estimated fair value of the assets purchased and the liabilities assumed. The excess of the purchase price over the fair value of the net tangible assets acquired has been attributed to intangible assets and goodwill. The purchase price attributed to intangible assets is being amortized over its estimated useful life, which is 5-7 years. In accordance with SFAS No. 141 and SFAS No. 142, the purchase price attributed to goodwill is not amortized, but rather is subject to periodic impairment tests.

The following table summarizes the fair value of assets acquired and liabilities assumed at the date of acquisition:






Cash and cash equivalents		852
Property and equipment		158
Other tangible assets		3,093
Other tangible liabilities		(3,670	)

Net tangible assets acquired		433

Intangible assets acquired⁽¹⁾		5,432
Goodwill		4,035

Total purchase price	$	9,990

(1) Intangible assets acquired are subject to amortization and include the following:

	Fair value




Core technology		4,294	7.3
Brand name		1,138	5.4

	$	5,432

F - 18

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 3

–

ACQUISITIONS (cont.)

In June 2005, the Company completed the acquisition of 27.5% of the share capital of Microsystem Srl, a leading distributor of the Company’s CAD/CAM products in Italy, for a consideration of $694. The Company had an option (the “First Call Option”) to acquire up to additional 23.5% of Microsystem’s share capital until June 30, 2007, for an additional consideration of approximately $600. The Company exercised its option in June 2007. Upon exercise of the First Call Option the Company had a second option (hereinafter, the “Second Option”), at any time within a thirty day period (the “Second Exercise Period”) starting at the expiration of twelve months from the exercise of the First Call Option to acquire up to the remaining 49% of Microsystem’s share capital, for additional consideration of approximately $1,250. In addition, once the Company exercised the First Call Option, the then-remaining other shareholders of Microsystem had an option to sell to the Company at any time during the Second Exercise Period the remaining 49% of Microsystem’s share capital, for consideration of approximately $1,250. The Company exercised its Second Option in July 2008. In accordance with EITF 00-4, following the exercise of the First Call Option and the increase in Cimatron’s holding in Microsystem to 51%, the Company has consolidated 100% of the results of Microsystem starting with the third quarter of 2007.

This acquisition was accounted for in accordance with SFAS No. 141 and SFAS No. 142. The purchase price was allocated on the basis of the estimated fair value of the assets purchased and the liabilities assumed. The excess of the purchase price over the fair value of the net tangible assets acquired was attributed to intangible assets and goodwill. The purchase price attributed to intangible assets is being amortized over its estimated useful life, which is approximately 6 years. In accordance with SFAS No. 141 and SFAS No. 142, the purchase price attributed to goodwill is not amortized, but rather is subject to periodic impairment tests.

The following table summarizes the fair value of assets acquired and liabilities assumed at the date of acquisition:






Cash and cash equivalents		951
Property and equipment		430
Other tangible assets		3,940
Other tangible liabilities		(6,218	)

Net tangible assets acquired		(897	)

Intangible assets acquired⁽¹⁾		764
Goodwill		1,983

Total purchase price	$	1,850

(1) Intangible assets acquired are subject to amortization and include the following:

	Fair value




Customer relationship		475	5
Distribution agreements		280	6
Backlog		9	0.5

	$	764

F - 19

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 4

–

LONG-TERM INVESTMENTS

Long-term investments

The Company’s long-term investments are comprised as follows

	December 31,
	2 0 0 8		2 0 0 7



Marketable securities - Corporate bonds (1)	$	0	$	1,158

(1)

Comprised of structured bonds, which are debt instruments whose cash flows are linked to the movement in interest rates. The structured notes were issued by financial institutions. The notes typically contain embedded option components such as caps, calls, and floors. Contractual cash flows for principal from such structured notes can vary in timing throughout the life of the structured notes. Interest income resulting from investment in structured notes is accounted for based on the guidance provided in EITF No. 96-12, “Recognition of Interest Income and Balance Sheet Classification of Structured Notes”. Under this guidance, the retrospective method is used for recognizing interest income.

B. As of December 31, 2007 all of the Company’s investments in marketable securities are classified in accordance with SFAS No. 115 as available-for-sale.

Unrealized loss on available-for-sale securities of $ 0 and $87 at December 31, 2008 and 2007, respectively, were recorded in other comprehensive loss.

Aggregate maturities of marketable securities are as follows:

	December 31,
	2 0 0 7



Seven years	$	1,158

NOTE 5

–

TRADE ACCOUNTS RECEIVABLE

	December 31,
	2 0 0 8			2 0 0 7



Accounts receivable	$	8,427		$	8,705
Less - allowance for doubtful accounts		(1,319	)		(1,397	)

	$	7,108		$	7,308

F - 20

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 6

–

OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES

	December 31,
	2 0 0 8		2 0 0 7



Prepaid expenses	$	342	$	427
Deferred tax asset		1,087		107
Derivative instruments		314		2
Government institutions		491		341
Interest receivable		-		13
Other		281		368

	$	2,515	$	1,258

NOTE 7

–

PROPERTY AND EQUIPMENT

	December 31,
	2 0 0 8		2 0 0 7



Cost:
Computers and software	$	6,259	$	5,684
Office furniture and equipment		2,478		1,976
Vehicles		153		135
Leasehold improvements		564		580

		9,454		8,375

Accumulated depreciation:
Computers and software		5,358		4,822
Office furniture and equipment		2,154		1,629
Vehicles		78		47
Leasehold improvements		552		540

		8,142		7,038


Property and equipment, net	$	1,312	$	1,337

NOTE 8

–

SOFTWARE DEVELOPMENT COSTS, NET

	December 31,
	2 0 0 8			2 0 0 7



Capitalized software development costs	$	193		$	193
Accumulated amortization		(114	)		(81	)

	$	79		$	112

F - 21

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 9

–

ACCRUED EXPENSES AND OTHER LIABILITIES

	December 31,
	2 0 0 8		2 0 0 7



Employees and related liabilities	$	2,490	$	2,267
Accrued expenses		1,484		2,505
Accrued royalties		2,571		2,108
Taxes to government institutions		287		884
Deferred tax liability		385		-
Others		-		1

	$	7,217	$	7,765

NOTE 10

–

ACCRUED SEVERANCE PAY (DEPOSITS WITH INSURANCE COMPANIES ANDSEVERANCE PAY FUNDS)

The Company’s liability for severance pay is calculated pursuant to Israeli severance pay law based on the most recent salary of the employee multiplied by the number of years of employment as of the balance sheet date. Employees are entitled to one month’s salary for each year of employment or a portion thereof.

The Company’s liability for all of its employees is funded by monthly deposits with severance pay funds and insurance policies. An accrual is set up for any unfunded amount.

The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israeli severance pay law or labor agreements. The value of the deposited funds is based on the cash surrender value of the policies.

F - 22

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 11

–

CONTINGENT LIABILITIES AND COMMITMENTS

In consideration of grants by the Chief Scientist of the Ministry of Industry and Trade of the Government of Israel (the “Chief Scientist”), the Company is obligated to pay the Chief Scientist, in respect of awarded grants, royalties of 3.5% of sales of products developed with funds provided by the Chief Scientist, until the dollar-linked amount of such royalty payments is equal to 100% of the grants payments received by the Company plus Libor interest rate (the Libor interest rate applies to grants received since January 1999). The Company’s contingent liability to the Chief Scientist in respect of such grants as of December 31, 2008 is approximately $1,003, contingent upon the Company generating revenues from sales of products developed with funds provided by the Chief Scientist.

Regarding commitments in respect of the Company’s approved enterprises, see Note 13.A.

In consideration of grants received from the Fund for the Encouragement of Overseas Marketing of the Israeli Government’s Ministry of Industry and Trade (the “Fund”), the Company is obligated to pay the Fund royalties amounting to 3% to 4% of the Company’s incremental exports, up to a maximum of 100% of the grants received.

The Company’s contingent liability to the Fund as of December 31, 2008 is $558, contingent upon the Company’s incremental exports.

The Company uses technology in respect of which it is obligated to pay royalties to third parties up to an amount of $1,280, until December 31, 2013.

Lease commitments

The premises of the Company and its subsidiaries are leased under various operating lease agreements, which expire on various dates.

Rent expenses for the years ended December 31, 2008, 2007 and 2006, were approximately $1,097, $1,050, and $705, respectively.

The Company leases its motor vehicles under cancelable operating lease agreements for periods through 2008. The minimum payment under these operating leases, that would be due upon the cancellation thereof, amounted to $1,527 as of December 31, 2008.

Future minimum lease commitments under the Company’s operating leases as of December 31, 2008 are as follows:

Year ended December 31,





2009		886
2010		870
2011		846
2012		864
2013 and thereafter		588

	$	4,054

F - 23

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 12

–

SHAREHOLDERS’ EQUITY

Share Trading Market

The Company’s shares are traded in the United States and are listed on the Nasdaq Capital Market.

Share Option Plans

In April 1998, the Company’s Board of Directors adopted a stock option plan (the “1998 Share Option Plan”) pursuant to which 620,000 of the Company’s Ordinary Shares were reserved for issuance upon the exercise of options to be granted to directors, officers, employees and consultants of the Company. The 1998 Share Option Plan is administered by the Company’s Board, which designates the optionees and dates of grant thereunder. The exercise price of an option granted under the 1998 Share Option Plan may be no less than 85% of the fair market value of an Ordinary Share, as determined by the Board on the date that the option is granted. Options granted vest over a period determined by the Board, terminate three years after they become exercisable, and are non-assignable except by the laws of descent. The Board has the authority to amend the terms of option grants, provided that any such amendment is in the best interest of the grantee.

In March 2000, the Board adopted new guidelines for the options to purchase Ordinary Shares reserved for issuance under the 1998 Share Option Plan. Options granted thereunder were henceforth to be exercisable commencing two years after the date of grant at a rate of 50% on the second anniversary of the date of grant and 25% in each of the following two years, subject to the continued employment of each employee/grantee.

In August 2003 the Board approved the grant of options to purchase 150,000 of the Company’s shares at a price of $2.50 per share to two officers of the Company under the 1998 Share Option Plan.. These options became exercisable commencing one year after the date of grant at a rate of 25%-33.3% per year, subject to the continued employment of the officers. 25,000 of such options were outstanding at December 31, 2008, at an exercise price of $2.50 per share. As of December 31, 2008, no other options were outstanding under the 1998 Share Option Plan. In addition, no shares are reserved for future issuances under that plan, as such reserve has been previously transferred into the 2004 Share Option Plan (as defined below).

F - 24

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 12

–

SHAREHOLDERS’ EQUITY (cont.)

B.	Share Option Plans (cont.)

In October 2004, the Company’s Board of Directors adopted an additional share option plan (the “2004 Share Option Plan”) pursuant to which 240,000 Ordinary Shares were reserved for issuance upon the exercise of options to be granted to directors, officers, employees and consultants of the Company. The exercise price of an option granted under the 2004 Share Option Plan may be no less than 95% of the fair market value of an Ordinary Share, as determined by the Board on the date that an option is granted. An option granted under the 2004 Share Option Plan may be exercised over a 10-year term unless otherwise determined by the Board. A grantee is responsible for all personal tax consequences of a grant and the exercise thereof.

In February 2005, 238,500 options, with an exercise price of $2.20 per share, were granted under the 2004 Share Option Plan to employees of the Company, and in August 2005, the Board of Directors approved the grant of an additional 32,000 options, with an exercise price of $2.00 per share, to a Company’s employee, under such plan. 154,572 options from such grants were outstanding at December 31, 2008.

In December 2005, our Board of Directors increased the 2004 Share Option Plan share reserve by an additional 250,000 shares.

In May 2006 an additional 189,000 options, with exercise prices of $1.75-$2.00 and with terms of five years, were granted to Company employees under the 2004 Share Option Plan, and in August 2007, an additional 79,000 options, with an exercise price of $2.78 and with a term of five years, were granted to Company employees under such plan. As of December 31, 2008, 240,084 options from such grants were outstanding.

In January 2008, the Company granted an additional 66,000 options, with an exercise price of $2.75 and a term of five years, to Company employees, and in April 2008, an additional 2,000 options, ,also with an exercise price of $2.75 and a term of five years, were granted to a Company employee under the 2004 Share Option Plan. As of December 31, 2008, an aggregate of 49,500 options from such grants were outstanding.Such options become exercisable pursuant to a three (3) year vesting schedule, as follows: (i) thirty three percent (33%) of the options become exercisable on the first anniversary of the grant date; and (ii) sixteen and one-half percent (16.5%) of the options become exercisable at the end of each subsequent six month period over the course of the following two (2) years, subject to the continued employment of each employee/grantee.

In November 2007, the Company’s Board of Directors approved the transfer of a pool of 618,500 unallocated options from the 1998 Share Option Plan to the 2004 Share Option Plan for future grants.

The Company intends to grant additional options under the 2004 Share Option Plan to various of its directors, executive officers and employees. At December 31, 2008 options to purchase 579,916 of the Company’s Ordinary Shares were available under the 2004 Share Option Plan for grants to Directors, officers, employees and consultants of the Company.

F - 25

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 12

–

SHAREHOLDERS’ EQUITY (cont.)

Share Option Plans (cont.)

A summary of the status of the Company’s stock option plan (both the 1998 Share Option Plan and the 2004 Share Option Plan) as of December 31, 2008, 2007 and 2006, and changes during the years ending on those dates, is presented below:

	Year ended December 31,
	2 0 0 8					2 0 07					2 0 0 6
	(in thousands)
	Shares underlying options			Weighted average exercise price		Shares underlying options			Weighted average exercise price		Shares underlying options			Weighted average exercise price

Outstanding at beginning
of year		443,072		$	2.16		472,250		$	2.16		375,750		$	2.75
Granted		68,000		$	2.75		79,000		$	2.71		189,000		$	1.82
Exercised		(6,916	)	$	1.97		(52,512	)	$	2.17		-			-
Cancelled		(35,000	)	$	2.55		(55,666	)	$	2.95		(92,500	)	$	2.69

Outstanding at year end		469,156		$	2.22		443,072		$	2.16		472,250		$	2.16

Options exercisable at
year end		424,167		$	2.08		305,417		$	2.11		158,167		$	2.53

Weighted average fair value
of options granted during
the year	$	1.62				$	1.72				$	0.59

The following table summarizes information about stock options outstanding at December 31, 2008:

	Options outstanding						Option exercisable
Range of exercise prices	Number of shares underlying outstanding options at December 31, 2008		Weighted average remaining contractual life (years)		Weighted average exercise price		Number of shares underlying exercisable options at December 31, 2008		Weighted average exercise price



$1.75 - $2.78		469,156		7.31		2.22		424,167		2.08

F - 26

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 12

–

SHAREHOLDERS' EQUITY (cont.)

Share Option Plans (cont.)

The following table summarizes information about stock options outstanding at December 31, 2007:

	Options outstanding						Options exercisable
Range of exercise prices	Number of shares underlying outstanding options at December 31, 2007		Weighted average remaining contractual life (years)		Weighted average exercise price		Number of shares underlying exercisable options at December 31, 2007		Weighted average exercise price


$1.75 - $2.78		443,072		7.98		2.16		305,417		2.11

NOTE 13

–

INCOME TAXES

The Law for Encouragement of Capital Investments, 1959

Commencing in 1994, the Company's operations were granted "approved enterprise" status under the Law for Encouragement of Capital Investments, 1959 (the "Investment Law").. Reduced tax rates applied to the Company's income from the approved enterprise (which was determined based upon the increase in the Company's revenue during the first year of its having the above-mentioned status as compared to the year before).

In April 2001 the Company was granted "approved enterprise" status with respect to additional operations (the Company's fourth approved enterprise), subject to the following terms:

—

Tax exemption for 2 years, commencing in the first year in which the Company generated taxable income from its approved enterprise.

—

For the remainder of the benefit period - 5 years - a reduced tax rate of 25%.

The period of tax benefits for the Company's approved enterprise was to expire in 2015 or earlier, depending on when and whether the Company was to generate taxable income from its approved enterprise operations.

Income derived from sources other than an "approved enterprise" is taxable at the ordinary corporate tax rate of 27% in 2008 ("regular Company Tax"). The regular Company Tax rate is to be gradually reduced to 25% by 2010 (27% in 2008, 26% in 2009 and 25% in 2010).

In the event of a distribution of cash dividends to shareholders of earnings subject to the approved enterprise exemption, the Company will be liable for tax at a rate of 25% on such earnings. The Company has not provided deferred taxes on future distributions of tax-exempt earnings, as management and the Board of Directors have determined not to make any distribution that may result in a tax liability for the Company. Accordingly, such earnings have been considered to be permanently reinvested. The tax-exempt earnings may be distributed to shareholders without subjecting the Company to taxes only upon a complete liquidation of the Company.

F - 27

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 13

–

INCOME TAXES (cont.)

The Law for Encouragement of Capital Investments, 1959 (cont.)

The tax benefits and grants described above are subject to fulfillment of the conditions stipulated in the Investment Law, the regulations promulgated thereunder and the criteria set forth in the Company's certificate of approval (for its approved enterprise status). The entitlement to the benefits is subject to completion and final approval by the Israel Investment Center (a division of ,Israel's Ministry of Industry, Trade and Labor) (the "Investment Center"), such approval being subject to fulfillment of all terms of the approved program. In the event of failure by an enterprise to comply with these conditions, the tax benefits could be cancelled, in whole or in part, and the enterprise would be required to refund the amount of cancelled benefits, including interest.

The completion of the Company's first, second and third approved enterprises have received final approval from the Investment Center.

On April 1, 2005, a significant amendment to the Investment Law became effective. Despite the amendment, any terms and benefits included in any certificate of approval that was granted before the amendment came into effect will remain subject to the provisions of the Investment Law, as in effect on the date of such approval. Pursuant to the amendment, the Investment Center will continue to grant approved enterprise status to qualifying investments. The amendment, however, limits the scope of enterprises that may be approved by the Investment Center by setting criteria for the approval of a facility as an approved enterprise, such as provisions generally requiring that at least 25% of an approved enterprise's income will be derived from export.

In February 2007 the Company received a letter from the Investment Center stating that its approved enterprise status that had been granted in April 2001 was going to be terminated shortly if the Company did not submit a final performance report with respect to the relevant approved enterprise. The Company has decided not to pursue the completion of its investment plan related to such approved enterprise, as it had not had any tax benefits from it, and it intends to apply for tax benefits pursuant to the amended Investment Law as described above, if and when relevant.

Current income taxes.

The Company's current income tax liability in 2008, 2007 and 2006, based on its income in such years, is presented in the following table:

	Year ended December 31,
	2 0 0 8			2 0 0 7			2 0 0 6



Income (loss) before taxes on income:
Domestic (Israel)	$	169		$	21		$	372
Foreign		277			2,005			245

		446			2,026			617


Deferred taxes		359			22			-
Current taxes		(122	)		(22	)		(27	)

		237			-			(27	)

F - 28

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 13

–

INCOME TAXES (cont.)

Deferred income taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the deferred tax assets and liabilities of the Company and its subsidiaries are as follows.

	December 31,
	2 0 0 8			2 0 0 7



Deferred tax assets:
Loss carryforwards	$	2,822		$	3,940
Deferred revenues		765			-
Other reserve and allowances		300			131

Total deferred tax assets		3,887			4,071
Valuation allowance		(2,800	)		(3,964	)

	$	1,087		$	107

Deferred tax liabilities:
Intangible assets		(2,092	)		(247	)
Software development costs		(22	)		(35	)

Total deferred tax liabilities		(2,114	)		(282	)

	$	(1,027	)	$	(175	)

The Company has provided valuation allowances in respect of deferred tax assets mainly resulting from net operating loss carry forwards in Israel and France. Management currently believes that it is more likely than not that those deferred tax losses will not be realized in the foreseeable future.

F - 29

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 13

–

INCOME TAXES (Cont.)

Under the Income Tax Law (Adjustments for Inflation) 1985, income for tax purposes is measured in terms of earnings in NIS, adjusted for the changes in the Israeli Consumer Price Index (the “CPI”). The following table presents a reconciliation of the Company’s income taxes calculated at the statutory tax rate in Israel to the actual income tax reported in the Company’s financial statements:

	Year ended December 31,
	2 0 0 8			2 0 0 7			2 0 0 6



Income before income taxes as reported
in the consolidated statements of operations	$	446		$	2,026		$	617

Income taxes under statutory tax rate		141			528			117

Increase (decrease) in taxes:

Increase (decrease) in valuation allowance		(1,164	)		(716	)		369
Increase in taxes resulting from permanent
differences and non deductible expenses		387			43			26
Differences in taxes arising from differences
between Israeli currency income and dollar
income, net *		(33	)		33			(126	)
Other		432			112			(359	)

Income taxes in the statements
of operations		(237	)		0			27

Differences between Israeli currency income and dollar income are based on changes in the Israeli CPI (the basis for computation of taxable income in Israel) and the exchange rate of Israeli currency relative to the dollar.

The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of its implementation, the Company recognized a $367 increase to reserves for uncertain tax positions. This increase was accounted for as an adjustment to the beginning balance of the accumulated deficit on the accompanying consolidated balance sheet as of December 31, 2007.

The following reconciliation summarizes the Company’s total gross unrecognized tax benefits:

	Year ended December 31, 2008




Balance at January 1, 2008	$	367
Gross change tax positions of current period		-
Gross change for tax positions of prior year		-

Balance at December 31, 2008	$	367

F - 30

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 13

–

INCOME TAXES (cont.)

Tax assessments

The Company has been issued final tax assessments by the Israeli income tax authorities through the tax year ended December 31, 2006.

Certain subsidiaries of the Company in Europe received tax assessments through the tax year ended December 31, 2004.

NOTE 14

–

TRANSACTIONS WITH RELATED PARTIES

In February 2002, Koonras Technologies Ltd., a subsidiary of Polar Investments Ltd. (“Koonras”) and DBSI Investments Ltd. (“DBSI”) consummated a transaction with Zeevi Computers and Technology Ltd. (“ZCT”), by which they acquired all of the Ordinary Shares of the Company previously held by ZCT. Following the consummation of the sale of 1,700,000 Ordinary Shares from Koonras to DBSI on June 24, 2008, and the related approval by Cimatron’s shareholders at such time, DBSI alone will continue to provide to the Company all of the management services that were previously provided to the Company by Koonras and DBSI, and will receive the entire annual management fee.

The following transactions between the Company, on the one hand, and Koonras and/or DBSI (significant shareholders of the Company), on the other hand, are reflected in the Company’s financial statements:

	Year ended December 31,
	2 0 0 8		2 0 0 7		2 0 0 6



Management fees	$	484	$	400	$	318

F - 31

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 15

–

SELECTED STATEMENTS OF OPERATIONS DATA

Revenues

A breakdown of the Company’s revenues by geographical region and based upon distribution of the Company’s products by major distributors is provided below for the years 2008, 2007 and 2006:

	Year ended December 31,
	2 0 0 8			2 0 0 7			2 0 0 6



Revenue by geographical region:
Israel	$	1,133		$	1,171		$	1,509
Germany		10,411			9,876			7,132
Italy		10,105			7,384			2,163
Rest of Europe		3,482			1,571			1,825
Far East		5,084			5,243			5,036
USA		9,032			2,718			2,696
Rest of North America		1,084			552			935
Others		644			125			163

	$	40,975		$	28,640		$	21,45	9


Revenue through major distributors, as a percentage of
total revenues:
Distributor (A)		-			-			10	%
Distributor (B)		4	%		7	%		11	%

Cost of revenues

	Year ended December 31,
	2 0 0 8		2 0 0 7			2 0 0 6



Hardware and software	$	4,497	$	3,004		$	1,424
Salaries and employee benefits		1,077		585			970
Amortization of capitalized software
development cost		33		39			39
Royalties to the Chief Scientist		464		825			692
Amortization of other intangible assets		588		-			-
Depreciation		27		33			33
Other		1,057		955			468

		7,743		5,441			3,626
Decrease (increase) in inventory		26		(1	)		(3	)

	$	7,769	$	5,440		$	3,623

F - 32

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

NOTE 15

–

SELECTED STATEMENTS OF OPERATIONS DATA (cont.)

Selling, general and administrative expenses

	Year ended December 31,
	2 0 0 8		2 0 0 7		2 0 0 6



Marketing costs	$	1,543	$	435	$	435
Selling expenses		18,900		13,512		10,274
General and administrative expenses		4,519		2,919		2,482
Amortization of other intangible assets		400		95		-
Depreciation		388		282		171

	$	25,750	$	17,243	$	13,362

SCHEDULE

CIMATRON LIMITED
VALUATION AND QUALIFYING ACCOUNTS

	Year ended December 31,
	2 0 0 8			2 0 0 7			2 0 0 6



Allowance for doubtful accounts at beginning of year	$	1,397		$	1,625		$	1,694
Provision		110			181			(69	)
Translation adjustments		(2	)		(11	)		6
Newly consolidated subsidiary		-			206			183
Accounts receivable written off		(186	)		(604	)		(189	)

Allowance for doubtful accounts at end of year	$	1,319		$	1,397		$	1,625

F - 33