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CHECK POINT SOFTWARE TECHNOLOGIES LTD Regulatory Filings 2006

Apr 24, 2006

30257_ffr_2006-04-24_6ce726cf-3afd-4798-b89a-5931c8d75711.zip

Regulatory Filings

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6-K 1 zk62428.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: \backup\office\EDGAR Filing\Check Point Software Technologies Ltd\62428\a62428.eep Control Number: 62428 Rev Number: 1 Client Name: Check Point Software Technologies Ltd Project Name: 6-K Firm Name: Zadok-Keinan Ltd 6-K MARKER FORMAT-SHEET="Scotch Rule Top-TNR2" FSL="Workstation" MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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Report of Foreign Private Issuer

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

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For the month of April, 2006

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Commission File Number 0-28584

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| CHECK
POINT SOFTWARE TECHNOLOGIES LTD. |
| --- |
| (Translation
of registrant's name into English) |

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| 3A
Jabotinsky Street, Ramat-Gan 52520, Israel |
| --- |
| (Address
of principal executive offices) |

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

Form 20-F x Form 40-F o

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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

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Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

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Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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

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Yes o No x

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If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __

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FOR IMMEDIATE RELEASE

Media Contact: Investor Contact:
Monica Walsh Anne Marie McCauley
A&R Partners Check Point Software Technologies
650.762.2894 650.628.2040
[email protected] [email protected]

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CHECK POINT SOFTWARE REPORTS FINANCIAL RESULTS FOR THE FIRST QUARTER OF 2006

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Strong Cash Flow and Growth in Deferred Revenues

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REDWOOD CITY, Calif., – April 24, 2006 – Check Point® Software Technologies Ltd. (NASDAQ: CHKP), the worldwide leader in securing the Internet, today announced its financial results for the first quarter ended March 31, 2006.

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Financial Highlights for the First Quarter of 2006:

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— Revenues : $133.6 million, a decrease of 3 percent compared to $137.7 million in the first quarter of 2005.

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— Deferred Revenues : $178.9 million, an increase of $9.9 million or 6 percent over deferred revenues as of December 31, 2005.

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— Net Income – GAAP : $61.6 million, a decrease of 16 percent compared to $73.7 million in the first quarter of 2005. Equity based compensation expenses in the amount of $11.1 million are being reported for the first time in the first quarter of 2006 GAAP results pursuant to SFAS 123(R). This expense was not included in the 2005 results.

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— Net Income – Non GAAP : $75.1 million, a decrease of 1 percent compared to $75.8 million in the first quarter of 2005. Non-GAAP net income excludes equity based compensation expenses and acquisition related charges 1 .

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— Earnings per Diluted Share – GAAP : $0.25, a decrease of 13 percent compared to $0.29 in the first quarter of 2005. Equity based compensation expenses are included in the first quarter of 2006 GAAP results pursuant to SFAS 123(R).

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— Earnings per Diluted Share – Non GAAP : $0.31, an increase of 3 percent compared to $0.30 in the first quarter of 2005. Non-GAAP EPS excludes equity based compensation expenses and acquisition related charges.

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1 “Equity based compensation expenses” refer to the amortized fair value of all equity based awards granted to employees. “Acquisition related charges” refer to the impact of the amortization of intangible assets and other acquisition related expenses.

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— Share Repurchase Program : During the first quarter of 2006, Check Point purchased 3.0 million shares at a total cost of approximately $63.9 million.

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— Cash Flow: total cash flow, excluding share buy back, was $129.5 million, an increase of 26% compared to the first quarter of 2005 and the largest in Check Point’s history. Cash flow from operations was $112.0 million, an increase of 15 percent compared to the first quarter of 2005.

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See “Use of Non-GAAP Financial Information” and “Reconciliation between GAAP and Non-GAAP Statement of Income” below for more information regarding Check Point’s use of Non-GAAP measures.

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“Our first quarter financial results demonstrated the strength in our subscription business driven by customer loyalty, the success of our SmartDefense program and the resulting strong operating cash flow and increase in deferred revenues,” said Gil Shwed, chairman and chief executive officer of Check Point Software. “In general, our financial results were impacted by a change in our decision to acquire Sourcefire, lower product revenues and a slower pace of growth in our industry.”

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During the first quarter of 2006, we introduced product enhancements strengthening our unified security architecture. Introductions during the quarter included:

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— Connectra – delivered enhanced and most comprehensive SSL VPN with new security, application and performance features.

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— Eventia Analyzer 2.0 – launched simplified security event management (SEM) that automatically prioritizes security events for decisive, intelligent action, and has extended support to the endpoint and correlates data for anti-virus applications, personal firewalls and operating systems.

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— VPN-1 Edge NGX – unveiled extended security protection for remote offices with advanced intrusion prevention and anti-virus to complement its firewall and VPN technologies and ensure that branch offices have protection from worms and viruses.

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Partial List of Awards in the First Quarter 2006:

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— Named VARBusiness Magazine Five-Star Vendor for Channel Partner Program – certified as a Five-Star Partner for commitment and strength of programs for IT integrators, resellers and consultants.

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— Recognized by CRN as 2006 Channel Champion and for Channel Chief, Kevin Maloney – named 2006 Channel Champion in network security software category based on results from study indicating channel leadership. Channel Chief recognition is granted to influential executives who consistently defend, promote and execute effective channel partner programs and strategies.

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— Received Two Coveted Security Awards from SC Magazine – granted Best Enterprise Firewall and Best Remote Access VPN Solution for IPSec awards.

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Mr. Shwed continued, “We are entering the second quarter with a high level of activity and many initiatives in our pipeline. The upcoming version of VPN-1 NGX will significantly change our core product lines, elevating the level of functionality, security, manageability and performance and continue to raise the bar for the best internet security.”

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Conference Call and Webcast Information Check Point will host a conference call with the investment community on April 24, 2006 at 8:30 AM ET/5:30 AM PT. To listen to the live webcast, please visit Check Point’s website at http://www.checkpoint.com/ir . A replay of the conference call will be available through May 8, 2006 at the Company’s website http://www.checkpoint.com/ir or by telephone at (973) 341-3080, pass code 7246520.

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Use of Non-GAAP Financial Information In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, Check Point uses non-GAAP measures of net income and earnings per share, which are adjustments from results based on GAAP to exclude non-cash equity based compensation charges in accordance with SFAS 123R and acquisition related charges. Check Point’s management believes the non-GAAP financial information provided in this release is useful to investors’ understanding and assessment of Check Point’s on-going core operations and prospects for the future. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. Management uses both GAAP and non-GAAP information in evaluating and operating business internally and such as deemed it important to provide all this information to investors.

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Safe Harbor Statement Certain statements in this press release are forward-looking statements. Forward-looking statements include statements regarding Check Point’s expectations regarding operating results for the second quarter of 2006 and for the full year 2006 and delivery of product introductions, enhancements and product acceptance. Because these statements pertain to future events they are subject to various risks and uncertainties, and actual results could differ materially from Check Point’s current expectations and beliefs. Factors that could cause or contribute to such differences include, but are not limited to: the impact on revenues of general market conditions in the company’s industry; the mix of sales of new products and long-term subscriptions; economic and political uncertainties; the impact of political changes and weaknesses in various regions of the world, including the commencement or escalation of hostilities or acts of terrorism; the inclusion of network security functionality in third-party hardware or system software; any foreseen and unforeseen developmental or technological difficulties with regard to Check Point’s products; changes in the competitive landscape, including new competitors or the impact of competitive pricing and products; rapid technological advances and changes in customer requirements to which Check Point is unable to respond expeditiously, if at all; a shift in demand for products such as Check Point’s; factors affecting third parties with which Check Point has formed business alliances; timely availability and customer acceptance of Check Point’s new and existing products; the amount of equity based compensation charges and other factors and risks discussed in Check Point’s Annual Report on Form 20-F for the year ended December 31, 2005, which is on file with the Securities and Exchange Commission. Check Point assumes no obligation to update information concerning its expectations.

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About Check Point Software Technologies Ltd. Check Point Software Technologies Ltd. ( www.checkpoint.com ) is a leader in securing the Internet. It is a market leader in the worldwide enterprise firewall, personal firewall and VPN markets. Through its NGX platform, the company delivers a unified security architecture for a broad range of perimeter, internal, Web, and endpoint security solutions that protect business communications and resources for corporate networks and applications, remote employees, branch offices and partner extranets. The company’s ZoneAlarm product line is the highest rated personal computer security suite, comprised of award-winning endpoint security solutions that protect millions of PCs from hackers, spyware and data theft. Extending the power of the Check Point solution is its Open Platform for Security (OPSEC), the industry’s framework and alliance for integration and interoperability with “best-of-breed” solutions from over 350 leading companies. Check Point solutions are sold, integrated and serviced by a network of more than 2,200 Check Point partners in 88 countries and its customers include 100% of Fortune 100 companies and tens of thousands of businesses and organizations of all sizes.

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©2003-2006 Check Point Software Technologies Ltd. All rights reserved. Check Point, Application Intelligence, Check Point Express, the Check Point logo, AlertAdvisor, ClusterXL, Cooperative Enforcement, ConnectControl, Connectra, CoSa, Cooperative Security Alliance, Eventia, Eventia Analyzer, Eventia Reporter, FireWall-1, FireWall-1 GX, FireWall-1 SecureServer, FloodGate-1, Hacker ID, IMsecure, INSPECT, INSPECT XL, Integrity, InterSpect, IQ Engine, NGX, Open Security Extension, OPSEC, Policy Lifecycle Management, Provider-1, Safe@Home, Safe@Office, SecureClient, SecureKnowledge, SecurePlatform, SecuRemote, SecureXL Turbocard, SecureServer, SecureUpdate, SecureXL, SiteManager-1, SmartCenter, SmartCenter Pro, Smarter Security, SmartDashboard, SmartDefense, SmartLSM, SmartMap, SmartUpdate, SmartView, SmartView Monitor, SmartView Reporter, SmartView Status, SmartViewTracker, SofaWare, SSL Network Extender, Stateful Clustering, TrueVector, Turbocard, UAM, User-to-Address Mapping, UserAuthority, VPN-1, VPN-1 Accelerator Card, VPN-1 Edge, VPN-1 Pro, VPN-1 SecureClient, VPN-1 SecuRemote, VPN-1 SecureServer, VPN-1 VSX, VPN-1 XL, Web Intelligence, ZoneAlarm, ZoneAlarm Pro, Zone Labs, and the Zone Labs logo, are trademarks or registered trademarks of Check Point Software Technologies Ltd. or its affiliates. All other product names mentioned herein are trademarks or registered trademarks of their respective owners. The products described in this document are protected by U.S. Patent No. 5,606,668, 5,835,726, 6,496,935, 6,873,988 and 6,850,943 and may be protected by other U.S. Patents, foreign patents, or pending applications.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD. CONDENSED CONSOLIDATED STATEMENT OF INCOME

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(In thousands, except per share amounts)

Three Months Ended March 31, — 2006 2005
(unaudited) (unaudited)
Revenues:
Licenses $ 54,819 $ 65,522
Software subscriptions 62,527 58,447
Total product revenues 117,346 123,969
Support, training and consulting 16,246 13,692
Total revenues 133,592 137,661
Operating expenses:
Cost of revenues 6,713 5,636
Research and development 16,283 13,147
Selling and marketing 36,212 34,720
General and administrative 11,234 6,348
Amortization of intangible assets and acquisition related expenses 2,432 1,411
Total operating expenses 72,874 61,262
Operating income 60,718 76,399
Financial income, net 15,508 12,401
Income before taxes on income 76,226 88,800
Taxes on income 14,593 15,094
Net income $ 61,633 $ 73,706
Earnings per share (basic) $ 0.25 $ 0.30
Number of shares used in computing earnings per share (basic) 243,740 247,894
Earnings per share (fully diluted) $ 0.25 $ 0.29
Number of shares used in computing earnings per share (fully diluted) 245,698 256,150

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CHECK POINT SOFTWARE TECHNOLOGIES LTD. CONDENSED NON-GAAP CONSOLIDATED STATEMENT OF INCOME

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(In thousands, except per share amounts)

Three Months Ended March 31, — 2006 2005
(unaudited) (unaudited)
Revenues:
Licenses $ 54,819 $ 65,522
Software subscriptions 62,527 58,447
Total product revenues 117,346 123,969
Support, training and consulting 16,246 13,692
Total revenues 133,592 137,661
Operating expenses:
Cost of revenues 6,603 5,552
Research and development 12,734 12,776
Selling and marketing 33,593 34,061
General and administrative 5,912 6,248
Total operating expenses 58,842 58,637
Operating income 74,750 79,024
Financial income, net 15,508 12,401
Income before taxes on income 90,258 91,425
Taxes on income 15,135 15,636
Net income $ 75,123 $ 75,789
Earnings per share (basic) $ 0.31 $ 0.31
Number of shares used in computing earnings per share (basic) 243,740 247,894
Earnings per share (fully diluted) $ 0.31 $ 0.30
Number of shares used in computing earnings per share (fully diluted) 245,698 256,150

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CHECK POINT SOFTWARE TECHNOLOGIES LTD. RECONCILIATION BETWEEN GAAP TO NON-GAAP STATEMENT OF INCOME

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(In thousands, except per share amounts)

Three Months Ended March 31, 2006 — GAAP Adjustments Non-GAAP
(unaudited) (unaudited) (unaudited)
Revenues:
Licenses $ 54,819 - $ 54,819
Software subscriptions 62,527 - 62,527
Total product revenues 117,346 - 117,346
Support, training and consulting 16,246 - 16,246
Total revenues 133,592 - 133,592
Operating expenses:
Cost of revenues 6,713 (110 ) a 6,603
Research and development 16,283 (3,549 ) a 12,734
Selling and marketing 36,212 (2,619 ) a 33,593
General and administrative 11,234 (5,322 ) a 5,912
Amortization of intangible assets and
acquisition related expenses 2,432 (2,432 ) b -
Total operating expenses 72,874 (14,032 ) 58,842
Operating income 60,718 14,032 74,750
Financial income, net 15,508 - 15,508
Income before taxes on income 76,226 14,032 90,258
Taxes on income 14,593 542 c 15,135
Net income $ 61,633 $ 13,490 $ 75,123
Earnings per share (basic) $ 0.25 $ 0.06 $ 0.31
Number of shares used in computing earnings per
share (basic) 243,740 243,740
Earnings per share (fully diluted) $ 0.25 $ 0.06 $ 0.31
Number of shares used in computing earnings per
share (fully diluted) 245,698 245,698

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(a) The effect of stock-based compensation. The Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” on January 1, 2006 using the modified–prospective transition method. (b) The effect of amortization of intangible assets and acquisition related expenses. (c) Tax effect of amortization of intangible assets.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD. SELECTED CONSOLIDATED BALANCE SHEET DATA (In thousands) ASSETS

March 31, 2006 — (unaudited) (unaudited)
Current Assets:
Cash and cash equivalents $ 354,625 $ 298,531
Marketable securities 1,048,500 1,044,312
Trade receivables, net 97,543 127,129
Other receivables and prepaid expenses 20,823 20,646
Total current assets 1,521,491 1,490,618
Long-term assets:
Long-term investments 387,802 382,500
Property and equipment, net 7,427 7,665
Intangible assets, net 18,711 20,215
Goodwill 174,295 174,295
Deferred income taxes, net 6,653 8,694
Other assets 918 875
Total long-term assets 595,806 594,244
Total assets $ 2,117,297 $ 2,084,862
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Deferred revenues $ 178,855 $ 168,998
Trade payables and other accrued liabilities 135,553 136,872
Total current liabilities 314,408 305,870
Accrued severance pay, net 3,789 3,271
Total liabilities 318,197 309,141
Shareholders' Equity:
Share capital 774 774
Additional paid-in capital 399,135 386,529
Deferred stock-based compensation (2,690 ) (2,831 )
Treasury shares at cost (414,256 ) (380,834 )
Accumulated other comprehensive loss (13,540 ) (8,952 )
Retained earnings 1,829,677 1,781,035
Total shareholders' equity 1,799,100 1,775,721
Total liabilities and shareholders' equity $ 2,117,297 $ 2,084,862
Total cash and cash equivalents, deposits and
marketable securities 1,790,927 1,725,343

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CHECK POINT SOFTWARE TECHNOLOGIES LTD. SELECTED CONSOLIDATED CASH FLOW DATA

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(In thousands)

Three Months Ended March 31, — 2006 2005
(unaudited) (unaudited)
Cash flow from operating activities:
Net income $ 61,633 $ 73,706
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 1,411 1,305
Decrease in trade and other receivables, net 29,468 13,489
Increase in trade payables and other accrued liabilities 9,056 4,594
Amortization of intangible assets 1,504 1,411
Stock-based compensation 11,601 1,214
Tax benefit related to exercise of stock options - 1,500
Other adjustments (2,649 ) (159 )
Net cash provided by operating activities 112,024 97,060
Cash flow from investing activities:
Investment in property and equipment (1,173 ) (1,142 )
Net cash used in investing activities (1,173 ) (1,142 )
Cash flow from financing activities:
Proceeds from issuance of shares upon exercise of options 17,408 6,742
Purchase of treasury shares (63,925 ) (49,706 )
Tax benefit related to exercise of stock options 1,250 -
Net cash used in financing activities (45,267 ) (42,964 )
Increase in cash and cash equivalents and marketable securities 65,584 52,954
Cash and cash equivalents and marketable securities at the beginning of the
period 1,725,343 1,577,291
Cash and cash equivalents and marketable securities at the end of the period 1,790,927 1,630,245

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Signatures

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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.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD. BY: /S/ Eyal Desheh —————————————— Eyal Desheh Executive Vice President & Chief Financial Officer

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April 24, 2006