SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2012 ÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄ CIMATRON LIMITED (Translation of Registrant’s name into English) ÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄ 11 Gush Etzion Street, Givat Shmuel, 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 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 On February 29, 2012, Cimatron Ltd. (the "Registrant") issued a press release (the "Press Release") announcing and attaching its unaudited financial results for the quarter ended December 31, 2011. The Press Release is attached hereto as Exhibit 1. The unaudited financial results of the Registrant for the quarter ended December 31, 2011 (as attached to the Press Release, and excluding any related quotes from the Registrant's management) are hereby incorporated by reference in the Registrant's registration statement on Form F-3, SEC File Number 333161781. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CIMATRON LIMITED By: /s/ Ilan Erez Ilan Erez Chief Financial Officer Dated: February 29, 2012 FOR R IMMEDIA ATE RELEASE C Cimatro on Repo orts Rec cord Re evenue es of $12.2M an nd Re ecord N Non-GA AAP Ope erating Profit o of $2.2M M in Q4 4/11 - $4 40.7M Annu ual Revenu ues and $5.1M Record d Annual No on-GAAP O Operating P Profit in 2011 at Shmuel, Israel, – February 29th, 2012 2– Cimatro on Limited d (NASDAQ Q and Giva TAS SE: CIMT), a leading provider off integrated d CAD/CAM M software solutions ffor the toolm making and d manufactturing indusstries, toda ay announcced financia al results fo or the fourtth quarter a and full yearr of 2011. High hlights of Cimatron’s re esults for the ese periods include the e following: and non-GA AAP operatting profit o of $12.2M a and Record quarterly rrevenues a $2.2M, respectivel r ly Record Non-GAAP P operating g and net p profit in full 2011 - $5.1 1M and $4.5M, respecttively on-GAAP earnings e pe er share in full year 20 011 $0.48 no 54% yea ar-over-yea ar non-GAA AP net proffit increase e in 2011 20% yea ar-over-yea ar new license revenu ue growth in 2011, on a constantt currenc cy basis mmenting on the results, Danny Haran, Pre esident and d Chief Exe ecutive Officer of Com Cimatron, noted d “We are d delighted witth the Q4 and full year results. Strrong license e sales of both productt lines, Cim matronE and d GibbsCAM M, continue to push Cimatron to record resu ults as the g global manu ufacturing m markets conttinue to stabilize. We rremain com mmitted to our long-term m strategy of o bringing b best-in-class solutions for tool makers and diiscrete part manufacturers. We be elieve that o our uncompromising co ommitment tto end-userr value and productivitty is well rewarded by b custome er loyalty, resulting in n all-time record main ntenance re evenues in 2011. There e is still mu uch to be do one, and we e look forwa ard for anotther exciting g year of inn novation in 2012,” 2 conccluded Mr. H Haran. Conttact: Ilan Erez, Chief F Financial Offiicer Cima atron Ltd. Tel.; 972-73-237--0114 ail: ilane@cim matron.com E-ma 1 The e following g provides s details o on Cimatro on’s GAAP P and non n-GAAP re esults for the fourth h quarter and a full yea ar 2011: GAA AP: Rev venues for the fourth q quarter of 2 2011 increa ased by 11% % to $12.2 million, from m $11 millio d in the fourrth quarter o of 2010. In tthe full yearr ended Deccember 31, 2011, on recorded reve enues increa ased by 13% % to $40.7 m million, from m $36.1 milliion in 2010. Gross Profit fo or the fourth quarter of 2 2011 was $ $10.7 million n as comparred to $9.4 million he same qua arter of 2010. Gross margin m in the e fourth qua arter of 2011 1 constituted d 88% in th of re evenues, co ompared to 85% in the e same quarter of 2010 0. In 2011 a as a whole, gross proffit was $35.3 3 million, co ompared to $30.2 millio on in 2010, a and gross m margin consstituted 87% % of revenue es, compare ed to 84% in n 2010. Ope erating profit increase ed by 37% in the fourth quarter of o 2011, to $1.9 $ million n, from $1.4 4 million in tthe fourth quarter of 20 010. In 2011 as a whole, operating profit incrreased by 9 94% to $4.1 million, from m $2.1 millio on in 2010. Net Profit for tthe fourth q quarter of 2 2011 was $1.4 $ million, or $0.15 p per diluted share, com mpared to a net profit off $1.1 million, or $0.12 per diluted share, reco orded in the same quarrter of 2010 0. In 2011 as a whole e, net profitt was $2.7 million, or $0.29 per d diluted sharre, compare ed to $1.6 m million, or $0 0.18 per dilu uted share, iin 2010. Non n-GAAP: Rev venues for the fourth q quarter of 2 2011 increa ased by 11% % to $12.2 million, from m $11 on recorded millio d in the fourrth quarter o of 2010. In tthe full yearr ended Deccember 31, 2011, reve enues increa ased by 13% % to $40.7 m million, from m $36.1 milliion in 2010. Gross Profit ffor the fourrth quarter of 2011 wa as $10.9 m million, as ccompared to o $9.5 millio on in the co orrespondin ng quarter o of 2010. Gro oss margin in the fourth quarter off 2011 consstituted 89% % of revenues, comparred to 86% iin the same e quarter of 2010. In 20 011 as a whole, gross profit was $35.9 millio on, comparred to $30.8 8 million in 2010, and gross gin constituted 88% of revenues, ccompared to o 85% in 20 010. marg Ope erating Pro ofit increase ed by 31% in the fourtth quarter of o 2011 to $2.2 $ million n, from $1.7 7 million in the fourth quarter off 2010. In 2011 as a whole, the e operating profit incre eased by 65 5% to $5.1 m million, from m $3.1 millio on in 2010. Net profit for the t fourth quarter q of 2 2011 was $1.6 $ million, or $0.18 per p diluted share, com mpared to a net profit off $1.6 million, or $0.17 per diluted share, reco orded in the same quarrter of 2010 0. In 2011 ass a whole, n net profit inccreased by 54% to $4.5 5 million, orr $0.48 per d diluted sharre, compare ed to $2.9 m million, or $0 0.32 per dilu uted share, iin 2010. Conttact: Ilan Erez, Chief F Financial Offiicer Cima atron Ltd. Tel.; 972-73-237--0114 ail: ilane@cim matron.com E-ma 2 Con nference Ca all Cimatron's man nagement w will host a cconference call today, February 2 29th, 2012 a at 9:00 EST T, 16:00 Isra ael time. On n the call, managementt will review and discusss the resultts, and will answer a que estions by in nvestors. To p participate, please call one of the following te eleconferen ncing numbe ers. Please begin placcing your call at least 5 minutes before the con nference ca all commencces. 68-9141 USA:: +1-888-66 3-9180609 Internatio onal: +972-3 Isra ael: 03-9180609 For those unab ble to listen to the live call, a replay of the call will be a available fro om the day after the call at the investo or relationss section of o Cimatro on's websitte, at: w.cimatron.ccom www Recconciliation b between ressults on a G GAAP and Non-GAAP P basis is prrovided in a table imm mediately following the Consolidated Statem ments of Inccome includ ded herein.. NonGAA AP financia al measuress consist o of GAAP financial me easures adjjusted to in nclude reco ognition of d deferred revvenues of a acquired com mpanies an nd to exclud de amortization of acqu uired intang gible assetts and defferred incom me tax, ass well as certain bussiness com mbination an nd other acccounting enttries. The pu urpose of su uch adjustm ments is to g give an indiccation of ou ur performa ance exclusive of non-cash charg ges and oth her items th hat are conssidered by management to be outtside of ourr core opera ating resultss. Our non-GAAP finan ncial measu ures are no ot meant to o be consid dered in iso olation or ass a substitu ute for com mparable GA AAP measu ures, and sh hould be read in conjunction with our consollidated finan ncial statem ments prepared in accorrdance with GAAP. Our managem ment regularly uses o our supplem mental non n-GAAP financial mea asures interrnally to understand, manage a and evaluatte our bussiness and make ope erating deciisions. We believe b thatt these non--GAAP mea asures help p investors tto understan nd our current and futu ure operatin ng performa ance, especially as our two most re ecent acquissitions e resulted in n amortization and have non--cash itemss that have had h a mate erial impact on our GAA AP results. These T non-GAAP finan ncial measu ures may difffer materia ally from the e non-GAAP P financial measures m ussed by othe er companie es. Conttact: Ilan Erez, Chief F Financial Offiicer Cima atron Ltd. Tel.; 972-73-237--0114 ail: ilane@cim matron.com E-ma 3 out Cimatro on Abo With h 30 years o of experiencce and more e than 40,00 00 installatio ons worldwide, Cimatro on is a lead ding provide er of integratted, CAD/CA AM softwarre solutions for mold, to ool and die makkers as well as manufaccturers of diiscrete partss. Cimatron is committe ed to provid ding com mprehensive e, cost-effective solution ns that strea amline manu ufacturing ccycles and ultim mately shortten product delivery tim me. The Cimatron p product line includes the e CimatronE E and GibbssCAM brand ds with softw ware solu utions for mo old design, die d design, electrode design, 2.5 to 5 Axis millling, wire E EDM, turn, Mill-turn, rrotary milling g, multi-taskk machining g, and tombsstone mach hining. Cima atron's subssidiaries and d extensive e distribution n network se erve and support customers in the auto omotive, aerrospace, me edical, conssumer plastics, electron nics, and oth her industrie es in overr 40 countrie es worldwid de. Cimatron's sharres are publicly traded on the NAS SDAQ excha ange and th he TASE under the symbol s CIM MT. For more e informatio on, please vvisit Cimatro on’s web site e at: http p://www.cim matron.com m Safe e Harbor Sttatement This s press rele ease includ des forward d looking statements, s , within the e meaning o of the Priv vate Securiities Litigattion Reform m Act of 199 95, which a are subjectt to risk and d unc certainties tthat could c cause actu ual results tto differ ma aterially fro om those antiicipated. Su uch statem ments may rrelate to Cim imatron’s p plans, objec ctives and expected finan ncial and op perating re esults. The words "ma ay," "could d," "would,"" e," "anticip pate," "estim mate," "exp pect," "inte end," "plan,," and simiilar “willl,” "believe exprressions or variations s thereof arre intended d to identify fy forward-llooking stattements. Investors are e cautioned d that any s such forwa ard-looking g statementts are not guarantees s of future performan nce and inv volve risks and a uncerttainties, ma any of whic ch are beyo ond Cimatrron’s ability y to contro ol. The risks s and unce ertainties th hat may y affect forw ward lookin ng stateme ents include e, but are n not limited to: currenc cy fluc ctuations, g global econ nomic and p political co onditions, market m dem mand for Cim matron prod ducts and s services, lo ong sales cy ycles, new w product de evelopmen nt, assiimilating fu uture acquiisitions, ma aintaining rrelationship ps with cus stomers an nd parttners, and increased i c competition. For more re details ab bout the ris sks and unc certainties rrelated to C Cimatron’s business, refer to Cim matron’s fil ilings with the t Sec curities and d Exchange e Commission. Cimatrron cannott assess the e impact off or the extent to which w any s single facto or or risk, o or combination of them m, may cau use. Cim matron unde ertakes no obligation to publicly y update orr revise any y forward look king statem ments, whether as a re esult of new w informatiion, future events or othe erwise. Conttact: Ilan Erez, Chief F Financial Offiicer Cima atron Ltd. Tel.; 972-73-237--0114 ail: ilane@cim matron.com E-ma 4 CIMATRON LIMITED CONSOLIDATED STATEMENTS OF INCOME (US Dollars in thousands, except for per share data) Three months ended December 31, 2011 2010 Total revenue Twelve months ended December 31, 2011 2010 12,226 11,013 40,714 36,074 1,477 1,634 5,383 5,876 10,749 9,379 35,331 30,198 Research and development expenses, net 2,031 1,692 6,739 6,014 Selling, general and administrative expenses 6,799 6,282 24,453 22,053 1,919 1,405 4,139 2,131 Total cost of revenue Gross profit Operating income Financial income (expenses), net (186) 43 Taxes on income (339) (401) Other (195) 97 (1,327) (657) (6) (6) 3 1 1,397 1,048 2,611 1,565 44 45 57 26 $ 1,441 $ 1,093 $ 2,668 $ 1,591 $ 0.15 $ 0.12 $ 0.29 $ 0.18 Basic EPS (in thousands) 9,300 8,959 9,252 9,000 Diluted EPS (in thousands) 9,315 8,983 9,292 9,000 Net income Less: Net (income) loss attributable to the noncontrolling interest Net income attributable to Cimatron's shareholders Net income per share - basic and diluted Weighted average number of shares outstanding CIMATRON LIMITED RECONCILIATION BETWEEN GAAP AND NON-GAAP INFORMATION (US Dollars in thousands, except for per share data) Twelve months ended December 31, Three months ended December 31, 2011 Adj. GAAP Total revenue Total cost of revenue (1) 12,226 NON-GAAP - 12,226 2010 Adj. GAAP 11,013 NON-GAAP - 11,013 GAAP 2011 Adj. 40,714 NON-GAAP - 40,714 GAAP 2010 Adj. 36,074 NON-GAAP - 36,074 1,477 (147) 1,330 1,634 (147) 1,487 5,383 (588) 4,795 5,876 (588) 5,288 10,749 147 10,896 9,379 147 9,526 35,331 588 35,919 30,198 588 30,786 Research and development expenses, net 2,031 - 2,031 1,692 - 1,692 6,739 - 6,739 6,014 - 6,014 Selling, general and administrative expenses (1) 6,799 (99) 6,700 6,282 (99) 6,183 24,453 (402) 24,051 22,053 (396) 21,657 1,919 246 2,165 1,405 246 1,651 4,139 990 5,129 2,131 984 3,115 Gross profit Operating income Financial income (expenses), net (186) Taxes on income (2) (339) Other Net income Less: Net (income) loss attributable to the noncontrolling interest Net income attributable to Cimatron's shareholders (44) 3 1,397 44 $ 1,441 - 202 $ 202 (186) 43 (383) (401) 3 221 1 1,599 1,048 44 45 $ 1,643 $ 1,093 - 467 $ 467 43 (195) - (195) 97 (1,327) 843 (484) (657) 347 (310) (6) - (6) (6) - (6) 1,515 2,611 1,833 4,444 1,565 1,331 2,896 45 57 57 26 (180) 1 $ 1,560 $ 2,668 $ 1,833 $ 4,501 $ 1,591 - $ 1,331 97 26 $ 2,922 Net income per share - basic $ 0.15 $ 0.18 $ 0.12 $ 0.17 $ 0.29 $ 0.49 $ 0.18 $ 0.32 Net income per share - diluted $ 0.15 $ 0.18 $ 0.12 $ 0.17 $ 0.29 $ 0.48 $ 0.18 $ 0.32 Basic EPS (in thousands) 9,300 9,300 8,959 8,959 9,252 9,252 9,000 9,000 Diluted EPS (in thousands) 9,315 9,315 8,983 8,983 9,292 9,292 9,000 9,000 Weighted average number of shares outstanding (1) Non-GAAP adjustment to exclude non-cash amortization of acquired intangible assets. (2) Non-GAAP adjustment to exclude the effect of deferred taxes and other non-cash tax provisions. CIMATRON LIMITED CONSOLIDATED BALANCE SHEETS (US Dollars in thousands) December 31, 2011 December 31, 2010 $ $ ASSETS CURRENT ASSETS: Total cash, cash equivalents and short-term investments Trade receivables Other current assets Total current assets 11,787 5,840 1,452 10,221 5,708 2,275 19,079 18,204 Deposits with insurance companies and severance pay fund 3,069 3,279 Net property and equipment 1,009 949 11,365 12,469 Total other assets Total assets $ 34,522 $ 34,901 $ 87 1,072 9,048 2,403 12,610 $ 99 1,685 8,260 2,275 12,319 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Short-term bank credit Trade payables Accrued expenses and other liabilities Deferred revenues Total current liabilities LONG-TERM LIABILITIES: Accrued severance pay Long-term loan Deferred tax liability 4,135 6 639 4,297 98 1,002 Total long-term liabilities 4,780 5,397 Total shareholders’ equity 17,132 17,185 Total liabilities and shareholders’ equity $ 34,522 $ 34,901 CIMATRON LIMITED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (US Dollars in thousands) Balance at December 31, 2010 Changes during the twelve months ended December 31, 2011: Net income (loss) Cash dividend paid Exercise of share options Unrealized loss on derivative instruments Other Foreign currency translation adjustment Total comprehensive income Balance at December 31, 2011 Noncontrolling Interest $ (74) Share capital $ 304 Additional paid-in capital $ 18,275 Accumulated other comprehensive income (loss) $ (265) Retained earnings (accumulated deficit) $ (303) (57) Treasury stock $ (752) 2,668 (3,216) 9 (131) $ 313 Total shareholders’ equity $ 17,185 2,611 2,611 (3,216) 733 (431) (109) 359 724 (431) (109) 359 $ Comprehensive income (loss) $ 18,999 $ (446) (431) (109) 359 2,430 $ (851) $ (752) $ 17,132 CIMATRON LIMITED STATEMENTS OF CASH FLOWS (US Dollars in thousands) Twelve months ended December 31, 2011 2010 Cash flows from operating activities: Net income $ 2,611 $ 1,565 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Increase (decrease) in accrued severance pay Loss from sale of property and equipment, net Stock option compensation Deferred taxes, net 1,376 (135) 504 1,512 228 8 60 406 Changes in assets and liabilities: Decrease in accounts receivable and prepaid expenses Decrease in inventory Decerase (increase) in deposits with insurance companies and severance pay fund Increase in trade payables, accrued expenses and other liabilities Net cash provided by operating activities (222) (2) 210 228 4,570 (583) 13 (344) 1,908 4,773 (428) (428) (384) (384) Cash flows from financing activities: Short-term bank credit Long-term bank credit Cash dividend paid Proceeds from issuance of shares upon exercise of options Investment in treasury stock Net cash used in financing activities (10) (87) (3,216) 733 (2,580) (340) (98) 11 (210) (637) Net increase in cash and cash equivalents Effect of exchange rate changes on cash Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $ 1,562 4 10,221 11,787 $ 3,752 (215) 6,684 10,221 Appendix A - Non-cash transactions Purchase of property on credit $ 19 $ 68 Cash flows from investing activities: Purchase of property and equipment Net cash used in investing activities