6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Section 13a-16 or 15d-16 of the Securities and Exchange Act of 1934

Dated February 11, 2003

JACADA LTD.

(Translation of registrant’s name into English)

11 Galgalei Haplada Street

Herzliya, 46722 Israel

(Address of principal executive offices)

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

Form 20-F x Form 40-F ¨

[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.] Yes ¨ No x

Explanatory Note

Attached is:

1. Press Release, released publicly on February 11, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

JACADA LTD.

By:     /s/    Robert C. Aldworth            

    Name:    Robert C. Aldworth

    Title:      Chief Financial Officer

Dated: May 12, 2003

EX-99.1

News Release

Jacada Reports Profitable 2002 Fourth Quarter -

Software License Revenues up 52% from the Third Quarter

ATLANTA, Feb. 11, 2003 – Jacada Ltd. (Nasdaq: JCDA), the leading provider of legacy extension, integration and emulation solutions, today reported net income of $444,000, or $0.02 per share, on revenues of $5.6 million for the fourth quarter ended December 31, 2002.

In the 2001 fourth quarter, Jacada reported a net loss of $2.6 million, or $0.14 per share, after non-recurring charges, on revenues of $5.8 million. In the 2002 third quarter, Jacada reported a net loss of $1.3 million, or $0.07 per share, after non-recurring charges, on revenues of $4.6 million.

Gross profit for the 2002 fourth quarter was $4.7 million, or 84% of total revenues, compared to $4.1 million, or 72% of revenues, in the 2001 fourth quarter, and $3.6 million, or 78% of total revenues, in the 2002 third quarter. Software license revenues grew 52% to $2.8 million from $1.8 million in the 2002 third quarter. Service and maintenance revenues were $2.8 million, unchanged from the 2002 third quarter.

“Strength in all aspects of our business — notably the growth in higher-margin software license revenues — contributed to positive income from operations in the fourth quarter,” said Gideon Hollander, CEO of Jacada. “This is the first quarter Jacada has realized income from operations, a fact that is even more exciting considering that we recognized the cost of acquired technology in the amount of $385,000 during the quarter. We are very pleased to see growing momentum as companies looking to leverage their existing systems continue to choose Jacada’s solutions.”

“In the fourth quarter, we acquired technology components that will supplement our internal research and development efforts and accelerate the delivery of planned solutions. We also expect to acquire and develop additional products and technologies in 2003 as we round out our product

JACADA LTD.

offering,” said Hollander. “Our goal remains unchanged: to become the one-stop-shop for all legacy access and integration needs.”

At the end of the 2002 fourth quarter, cash and investments remained relatively unchanged from the 2002 third quarter at $41.4 million.

“Jacada’s cash position has remained relatively unchanged for the sixth consecutive quarter. We are delighted that we have been able to preserve a strong balance sheet, even after acquiring a business and technology for incorporation into our future products. We enter 2003 keenly focused on extending our technological leadership position while growing both license revenues and operating income,” Hollander added.

For the full year ended December 31, 2002, Jacada reported a net loss of $2.9 million after $0.5 million in non-recurring restructuring-related charges, or $0.16 per share, on revenues of $21.5 million, compared to a net loss of $8.8 million after non-recurring charges of $2.8 million, or $0.48 per share, on revenues of $25.5 million in 2001. Gross profit for 2002 was $16.9 million, or 79% of revenues, compared to $18.5 million, or 72% of revenues, in 2001. Software license revenues were $9.8 million in 2002, compared to $10.9 million in 2001.

Jacada also announced today that Mike Potts, who has been with Jacada for over seven years, will step down as president of Jacada Ltd. effective May 31 of this year. Potts is stepping down as president of Jacada Ltd. for personal reasons, most important of which is to spend more time with his family. Potts will continue with Jacada in an advisory role through 2004, concentrating on supporting business development.

“After nearly 17 years in the fast-paced software business, I have decided to take advantage of this window of opportunity and spend more time with my family,” said Potts. “With the company in a solid operating and financial position, I am comfortable that this is the right time for me to make this transition.”

Fourth-Quarter Highlights

Jacada secured significant new and add-on business during the fourth quarter, experiencing strength in the European channel as well as many of the key vertical markets including, insurance, state and local government, financial services, manufacturing, retail and healthcare. In the fourth quarter, Jacada closed new and follow-on business with customers such as AdminaStar Federal, Banco Bilbao

JACADA LTD.

Vizcaya Argentaria (BBVA), Canadian National Railway Company, Farm Credit Canada, Farm Family Insurance, Fiserv, Kmart Corporation, Metals USA, Provident Bank, Qwest Communications, Parametric Technology Corporation (PTC), St. Paul Insurance, and Wausau Benefits.

Jacada experienced definite momentum in its partner channel during the fourth quarter. Computer Associates named Jacada their preferred vendor for mainframe integration and extension, partnering with Jacada to provide enhanced Web-to-host integration to complement CA’s offerings in data integration and data management. This new agreement also positions Jacada as a powerful solution for customers leveraging other CA solutions that require mainframe application access such as CleverPath Portal.

In addition, Jacada teamed with PeopleSoft and received certification of the integration between PeopleSoft^® AppConnect and Jacada^® Integrator. Jacada Integrator enables PeopleSoft customers to achieve real-time access to their legacy applications from PeopleSoft 8 applications.

“We are extremely proud to have been selected by Computer Associates and PeopleSoft as primary integration partners,” said Potts. “These opportunities offer us extensive field relationships that will further help us grow our global business as we expand Jacada’s reach.”

Jacada expanded its operations in Latin America with the opening of offices in Mexico City and Sao Paulo, Brazil. The expansion is targeted at providing sales and technical support to multi-national customers and partners and to filling a growing need for the legacy computing market in Latin America.

Jacada will host a conference call to review this announcement at 10:30 a.m. Eastern Standard Time. A Webcast of the conference call may be accessed by visiting the Investors section of the Jacada Website, or via CCBN at www.streetevents.com.

About Jacada—Jacada Ltd. is the leading provider of solutions for all things legacy. Jacada addresses the need for extending and integrating legacy applications into today’s modern computing environments through automated integration, web-to-host, modernization, extension and terminal emulation products. Jacada solutions are in use today at major corporations and government organizations such as AIG, Bank of America, Caterpillar, Citibank, Delta Air Lines, The Federal Reserve Bank, Porsche Cars North America, Prudential, and the US Department of Interior. Jacada operates globally with headquarters in Atlanta, Georgia; Herzliya, Israel; and London, England. Jacada can be reached at www.jacada.com or at 1-800-773-9574.

JACADA LTD.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future financial results and plans for future business development activities, and are prospective. These statements include all statements that are not statements of historical fact and consists of those regarding intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company’s financing plans; (ii) trends affecting the Company’s financial condition or results of operations; and (iii) the Company’s growth strategy and operating strategy (including the development of its products and services). The words “may,” “could,” “would,” “will,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” and similar expressions or variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of the future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control. Actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the performance and continued acceptance of our products, general economic conditions and other Risk Factors specifically identified in our reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made. The Company cannot assess the impact of or the extent to which any single factor or risk, or combination of them, may cause. For a more complete discussion of risk factors, please see the Company’s Form 20-F and other Statements filed with the Securities and Exchange Commission.

Jacada is a trademark of Jacada Inc. All other brands or product names are trademarks of their respective owners.

Jacada Contacts:

Ann Conrad

770-352-1310 ext 382

aconrad@jacada.com

and

Phil Bourdillon

Silverman Heller Associates

310-208-2550

bourdillon@sha-ir.com

-END-

JACADA LTD.

CONSOLIDATED BALANCE SHEETS

U.S. Dollars in thousands

	December 31,
	2002		2001
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	15,319	$	5,982
Marketable securities		22,326		35,660
Trade receivables (net of allowance for doubtful accounts of $398 and $1,022 at December 31, 2002 and 2001, respectively)		2,661		4,261
Other current assets		645		626
Total current assets		40,951		46,529
LONG-TERM INVESTMENTS:
Marketable securities		3,737		—
Severance pay fund		576		567
Long-term other assets		79		203
Total long-term investments		4,392		770
PROPERTY AND EQUIPMENT, NET		2,804		3,632
OTHER ASSETS, NET:
Technology (net of accumulated amortization of $381 and $95 at December 31, 2002 and 2001, respectively)		1,177		1,245
Other intangible, net (net of accumulated amortization of $23 and $0 at December 31, 2002 and 2001, respectively)		140		—
Goodwill		4,554		4,283
Total other assets		5,871		5,528
	$	54,018	$	56,459

JACADA LTD.

CONSOLIDATED BALANCE SHEETS

U.S. Dollars in thousands, except share and per share data

	December 31,
	2002			2001
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade payables	$	760		$	750
Deferred revenues		2,144			2,065
Accrued expenses and other liabilities		3,599			4,089
Total current liabilities		6,503			6,904
LONG-TERM LIABILITIES:
Accrued severance pay		927			967
Accrued expenses		124			—
Total long-term liabilities		1,051			967
SHAREHOLDERS’ EQUITY:
Share capital:
Ordinary shares of NIS 0.01 par value:
Authorized: 30,000,000 shares as of December 31, 2002 and 2001; Issued and outstanding: 18,935,903 and 18,537,704 shares as of December 31, 2002 and 2001, respectively		55			54
Additional paid-in capital		69,143			68,486
Deferred stock compensation		(25	)		(71	)
Accumulated other comprehensive gain		81			—
Accumulated deficit		(22,790	)		(19,881	)
Total shareholders’ equity		46,464			48,588
	$	54,018		$	56,459

JACADA LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. Dollars in thousands, except per share data

	Three months ended December 31,						Year ended December 31,
	2002			2001			2002			2001
Revenues:
Software licenses	$	2,784		$	2,219		$	9,783		$	10,930
Services		857			1,973			4,518			8,986
Maintenance		1,918			1,608			7,235			5,630
Total revenues		5,559			5,800			21,536			25,546
Cost of revenues:
Software licenses		69			134			248			520
Services		539			1,105			3,115			4,859
Maintenance		297			414			1,247			1,705
Total cost of revenues		905			1,653			4,610			7,084
Gross profit		4,654			4,147			16,926			18,462
Operating expenses:
Research and development		1,785			1,657			6,191			6,446
Sales and marketing		1,785			2,686			9,450			14,619
General and administrative		1,151			1,513			4,602			5,679
Non-recurring charges		(200	)		1,241			501			2,846
Total operating expenses		4,521			7,097			20,744			29,590
Operating profit (loss)		133			(2,950	)		(3,818	)		(11,128	)
Financial income, net		311			326			909			2,330
Income (loss) before taxes on income		444			(2,624	)		(2,909	)		(8,798	)
Taxes on income (benefit)		—			(7	)		—			(7	)
Net income (loss)	$	444		$	(2,617	)	$	(2,909	)	$	(8,791	)
Basic net earnings (loss) per share	$	0.02		$	(0.14	)	$	(0.16	)	$	(0.48	)
Weighted average number ofshares used in computing basic net earning (loss) per share		18,930,207			18,482,615			18,710,105			18,465,127
Diluted net earnings (loss) per share	$	0.02		$	(0.14	)	$	(0.16	)	$	(0.48	)
Weighted average number of shares used in computing diluted net earnings (loss) per share		19,070,098			18,482,615			18,710,105			18,465,127