UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~February~~May, 2013

Commission File Number 000-31513

VIRYANET LTD.

(Translation of registrant’s name into English)

8 HaMarpe St.

Har Hotzvim

P.O. Box 45041

Jerusalem 91450 Israel

(Address of principal executive office)

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

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): ¨

Attached as Exhibit 99.1 hereto is a copy of the registrant’s press release dated ~~February~~ May 2821, 2013, entitled “VIRYANET REPORTS ~~FOURTH~~FIRST QUARTER ~~AND~~2013 ~~YEAR-END 2012~~ RESULTS”.

SIGNATURES

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.


VIRYANET LTD.

By:		/S/ MEMY ISH-SHALOM
Name:		Memy Ish-Shalom
Title:		President and Chief Executive Officer

Date: ~~February~~May 2821, 2013

Exhibit Index

ExhibitNo.		Description
99.1		Press release issued by the registrant on ~~February~~May 2821, 2013, entitled “VIRYANET REPORTS ~~FOURTH~~FIRST QUARTER ~~AND~~2013 ~~YEAR-END 2012~~ RESULTS”.

Exhibit 99.1

ViryaNet Reports ~~Fourth~~First Quarter ~~and~~2013 ~~Year-End 2012~~ Results

~~Record~~ViryaNet ~~Annual~~Mobile ~~Net~~Workforce ~~Income,~~Management ~~Annual~~Solution’s ~~and~~Integrated ~~Quarterly~~Approach ~~Revenues~~Resonates Upin ~~11%~~Marketplace; ~~Year-Over-Year~~Company Recognized as ‘Innovator’ by Industry Research Group in May 2013

WESTBOROUGH, MA, ~~February~~May 2821, 2013 - ViryaNet Limited (OTC QB:VRYAF), a leading provider of software solutions that optimize and allow for the continuous improvement of service processes for mobile workforces, today announced its financial results for the ~~fourth~~first quarter ~~and year-end~~ of ~~2012~~2013.

~~For~~Year ~~the quarter ended December 31, 2012, ViryaNet reported total revenues of $2.9 million, an 11.6% increase compared~~ to ~~the~~Date ~~same~~2013 ~~period~~Company’s ~~in 2011.~~Announcements: Licenses revenues increased by 58.6%, from $0.3 million in the fourth quarter of 2011 to $0.5 million in the fourth quarter of 2012. Maintenance and services revenues increased by 5.1%, to $2.4 million in the fourth quarter of 2012 compared to $2.3 million in the fourth quarter of 2011. Net income for the fourth quarter of 2012 was $369,000, or $0.09 basic and diluted earnings per share, compared to net income of $309,000, or $0.08 basic and diluted earnings per share, for the same period in 2011.

~~ViryaNet~~• ~~reported total revenues of $10.7 million for the fiscal year ended December 31, 2012, a 10.8% increase compared to 2011.~~ ViryaNet ~~reported~~named ainnovator ~~record~~by ~~net~~info-tech ~~income~~research ofgroup ~~$911,000,~~in orfield ~~$0.23~~service ~~basic~~automation ~~and~~vendor ~~$0.21~~landscape ~~diluted~~report; ~~earnings~~demonstrates ~~per~~innovative ~~share,~~product ~~for~~strengths ~~2012,~~in ~~compared~~mobile touser ~~net~~experience ~~loss of $219,000, or $0.06 basic~~ and ~~diluted~~performance ~~loss per share, for 2011.~~ management

~~ViryaNet~~• The Company’s ~~short~~mobile ~~and~~workforce ~~long-term~~management ~~bank~~solution ~~debt balance~~ was ~~reduced~~selected ~~during~~by ~~2012,~~electric ~~from~~utility ~~$1.6~~in ~~million~~Brazil; onimproving ~~December 31,~~daily ~~2011~~decisions ~~to $1.3 million on December 31, 2012. Cash~~ and ~~cash~~activities ~~equivalents~~key ~~were~~for ~~$0.3 million on December 31, 2012, compared to $0.~~1 ~~million on December 31~~,300+ ~~2011.~~field ~~The~~service ~~Days Sales Outstanding (DSO) for ViryaNet in the fourth quarter of 2012 was 21 days.~~ technicians

~~The~~• ~~financial~~ViryaNet ~~results~~launches ~~for~~first ~~the~~voice-enabled ~~fourth~~field ~~quarter~~application; ~~and~~breaks ~~full~~new ~~year~~ground ~~2012 are disclosed~~ in the ~~attached~~mobile ~~tables.~~experience for field technicians

~~“The~~• ~~fourth quarter was a strong quarter financially, a culmination of our strategy of focusing on an exceptional user experience and measurable business value for customers.~~ The ~~quarter~~Company ~~was~~launched ~~also~~its ~~productive~~performance inmanagement ~~terms~~practice ofto ~~building~~complement ~~for~~its ~~the~~mobile ~~future,”~~workforce ~~said~~management ~~Memy~~solution ~~Ish-Shalom,~~by ~~President~~guiding ~~and~~service ~~CEO,~~organizations ~~ViryaNet.~~on ~~“The robustness of our products and services and~~ the ~~capabilities~~path ~~of our partners continue~~ to ~~strengthen~~continuous ~~our~~improvement ~~position~~ and will allow us to sustain our growth over the long term. This momentum was well reflected in the fourth quarter, in which we were awarded the business of 5 new customers in North America, EMEA and South America through our partners and direct sales.” success

•

Connecticut Water selected ViryaNet’s mobile workforce management solution; integration of performance management practice and innovative product is significant factor in selection

•

ViryaNet’s mobile workforce management solution was selected by electricity provider in Minnesota for field mobility, real-time communications, and optimized scheduling for improved customer service and efficiency

•

ViryaNet mobile workforce management solution selected by international provider of water, wastewater management and energy

“Our new strategy, which integrates Performance Management practice with the deployment of the ViryaNet G4 product, is driving rapid customer acceptance and contributing to robust growth in our pipeline,” stated Memy Ish-Shalom, president and chief executive officer of ViryaNet. “Our vision for integrating a performance management framework with our mobile workforce management solution and our commitment to the Smart devices revolution that is changing the Enterprise market has been resonating well with customers and partners, both current and prospective.”

First Quarter 2013 Financial Results

For the quarter ended March 31, 2013, ViryaNet reported total revenues of $2.9 million compared to $3.2 million for the same period in 2012. The first quarter of last year was a record quarter with 38% growth year over year as previously reported, which benefitted from several large deals closed during the quarter. Licenses revenues for the first quarter of 2013 decreased by $0.1 million to $0.4 million compared to $0.5 million in the first quarter of 2012. Maintenance and services revenues decreased to $2.5 million compared to $2.6 million in the first quarter of 2012.

Mr. Ish-Shalom continued, “We have made progress in both growing our sales pipeline and closing multiple deals with both new and existing customers. This progress materialized through direct sales and channel partners in North America and Europe. However, our Q1 2013 results were somewhat masked by the comparable record first quarter of 2012, making quarter over quarter comparisons more challenging.”

Gross profit was $1.8 million, or 61.3% gross margin, compared to $2.0 million gross profit, or 64.5% gross margin, in the first quarter of 2012. Total operating expenses in the first quarter of 2013 were approximately $1.5 million, relatively unchanged compared to the year-ago period. Operating income for the first quarter of 2013 decreased approximately $186,000 to $340,000 from $526,000 in the year-ago quarter.

Net income for the first quarter of 2013 was $243,000, or $0.06 basic and diluted earnings per share, compared to net income of $416,000, or $0.11 basic and $0.10 diluted earnings per share, for the same period in 2012.

“The feedback we received from customers who attended the largest ever ViryaNet users conference and witnessed first-hand our new native smart device field application has assured us that we are breaking new ground in the mobile experience for field technicians and supervisors,” Mr. Ish-Shalom concluded. “This is also consistent with the recognition we received subsequent to the quarter end by Info-Tech Research Group that identified ViryaNet as an ‘Innovator’ in their Field Service Automation Vendor Landscape report. We strongly believe we have created a compelling competitive advantage in this industry, and the response from industry analysts and potential customers reinforces this belief.”

Balance Sheet Summary

ViryaNet’s short and long-term bank debt balance on March 31, 2013 remained relatively unchanged at $1.3 million. Cash and cash equivalents were approximately $0.3 million at both March 31, 2013 and December 31, 2012.

About ViryaNet

ViryaNet delivers mobile workforce management solutions that intelligently guide, automate, and optimize both simple and complex field service work, resulting in measurable business benefits. ViryaNet’s products, pre-packaged solutions and people are recognized within the industry as innovative which in turn enables its’ customers to be viewed as leaders within their respective industries. ViryaNet’s G4 products specialize in the functions of scheduling and dispatching resources and enabling mobile field communication and are delivered in industry specific configurations. Embedding industry best practices and utilizing innovative technologies like ViryaNet’s BPM Blueprint for Mobile Workforce Management™, Microsoft InfoPath® and device agnostic mobile solutions enable ViryaNet’s products to be rapidly deployed and extended to support virtually any business process across a wide range of industries. ViryaNet is proud to call many of the world’s leading utilities, the United States’ largest pure rural telecommunications firm, the supermarkets’ most respected retailer, and North America’s largest auto insurer as customers. ViryaNet has strong partnerships with leading platform and system integration companies that enable it to have a global presence. Headquartered in Westborough, MA, ViryaNet has additional offices in the United States and Israel. For more information visit our website or follow us on twitter.

like ViryaNet’s BPM Blueprint for Mobile Workforce Management™, Microsoft InfoPath® and device agnostic mobile solutions enable ViryaNet’s products to be rapidly deployed and extended to support virtually any business process across a wide range of industries. ViryaNet is proud to call many of the world’s leading utilities, the United States’ largest pure rural telecommunications firm, the supermarkets most respected retailer, and North America’s largest auto insurer as customers. ViryaNet has strong partnerships with leading platform and system integration companies that enable it to have a global presence. Headquartered in Westborough, MA, ViryaNet has additional offices in the United States and Israel. For more information visit our website, follow us on twitter, or call us: 800-661-7096.

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding ViryaNet’s expectations, beliefs, intentions, or strategies regarding the ~~capabilities of its products, its relationships with its customers, its customer purchases, its future operational plans and objectives including integration of~~ other businesses, its future business prospects, its future financial performance, its future cash position, and its future prospects for profitability. All forward-looking statements included in this document are based upon information available to ViryaNet as of the date hereof, and ViryaNet assumes no obligation to update any such forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected. These and other risks relating to ViryaNet’s business include market acceptance of and demand for ViryaNet’s products, risks associated with a slow-down in the economy, risks associated with the financial condition of ViryaNet’s customers, risks associated with competition and competitive pricing pressures, risks associated with increases in costs and operating expenses, risks in technology development and commercialization, the risk of operating losses, risks in product development, risks associated with international sales, and other risks that are set forth in ViryaNet’s annual report on Form 20-F, filed on May 14, 2012, and the other reports filed by ViryaNet from time to time, with the Securities and Exchange Commission. Reported results should not be considered an indication of future performance. You should not place undue reliance on these forward-looking statements, which speak only as the date hereof. ViryaNet disclaims any obligation to publicly update or revise any such forward-looking statements to reflect any change in its expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

~~###~~ capabilities of its products, its relationships with its customers, its customer purchases, its future operational plans and objectives including integration of other businesses, its future business prospects, its future financial performance, its future cash position, and its future prospects for profitability. All forward-looking statements included in this document are based upon information available to ViryaNet as of the date hereof, and ViryaNet assumes no obligation to update any such forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected. These and other risks relating to ViryaNet’s business include market acceptance of and demand for ViryaNet’s products, risks associated with a slow-down in the economy, risks associated with the financial condition of ViryaNet’s customers, risks associated with competition and competitive pricing pressures, risks associated with increases in costs and operating expenses, risks in technology development and commercialization, the risk of operating losses, risks in product development, risks associated with international sales, and other risks that are set forth in ViryaNet’s annual report on Form 20-F, filed on April 29, 2013, and the other reports filed by ViryaNet from time to time, with the Securities and Exchange Commission. Reported results should not be considered an indication of future performance. You should not place undue reliance on these forward-looking statements, which speak only as the date hereof. ViryaNet disclaims any obligation to publicly update or revise any such forward-looking statements to reflect any change in its expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Press Contact:


###
Press Contact:		Investor Contact:
Dolores Fallon		Peter Seltzberg
ViryaNet, Ltd		Hayden IR
508-490-8600, ext 5917		646-415-8972
Dolores.Fallon@viryanet.com		peter@haydenir.com

~~Dolores~~View ~~Fallon~~Press Releases

~~ViryaNet,~~VIRYANET ~~Ltd~~LTD. AND ITS SUBSIDIARIES

508-490-8600, ext 5917

Dolores.Fallon@viryanet.com

VIRYANET AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

	December 31,2011			December 31,2012
	March 31, 2013			December 31, 2012
	Audited			Unaudited
	Unaudited			Audited
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	~~104~~272		$	335
Restricted cash deposits		140			164
Restricted cash		208			164
Trade receivables		~~878~~780			682
Other accounts receivable and prepaid expenses		~~271~~288			216
Total current assets		1,~~393~~548			1,397
NON-CURRENT ASSETS:
NON - CURRENT ASSETS:
Severance pay fund		1,~~001~~088			1,044
Long-term receivable		~~183~~109			125
Other		2539			38
Total non-current assets		1,209			1,207
Total non - current assets		1,236			1,207
PROPERTY AND EQUIPMENT, net		9369			70
GOODWILL		6,516			6,516
Total assets	$	9,~~211~~369		$	9,190
Liabilities and shareholders’ equity
CURRENT LIABILITIES:
Short-term bank credit	$	168		$	160
Current maturities of long-term bank loans		554			646
Trade payables		358			360
Deferred revenues		2,840			2,809
Other accounts payable and accrued expenses		1,304			1,388
Convertible debt		281			352
Total current liabilities		5,505			5,715
LONG-TERM LIABILITIES:
Long-term bank loan, net of current maturities		578			497
Long-term deferred revenues		165			232
Long-term deferred rent payable		65			70
Accrued severance pay		1,428			1,374
Total long-term liabilities		2,236			2,173
SHAREHOLDERS’ EQUITY:
Share capital		5,055			4,817
Additional paid-in capital		116,142			116,297
Accumulated deficit		(119,569	)		(119,812	)
Total shareholders’ equity		1,628			1,302
Total liabilities and shareholders’ equity	$	9,369		$	9,190

VIRYANET AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

	December 31,2011			December 31,2012
	Audited			Unaudited
Liabilities and shareholders’ equity
CURRENT LIABILITIES:
Short-term bank credit	$	115		$	160
Current maturities of long-term bank loans		498			646
Trade payables		717			360
Deferred revenues		2,587			2,809
Convertible debt		—			352
Other accounts payable and accrued expenses		2,004			1,388
Total current liabilities		5,921			5,715
LONG-TERM LIABILITIES:
Long-term bank loan, net of current maturities		1,001			497
Convertible debt		502			—
Long-term deferred revenues		—			232
Long-term deferred rent payable		82			70
Accrued severance pay		1,435			1,374
Total long-term liabilities		3,020			2,173
SHAREHOLDERS’ EQUITY:
Share capital		4,655			4,817
Additional paid-in capital		116,338			116,297
Accumulated deficit		(120,723	)		(119,812	)
Total shareholders’ equity		270			1,302
Total liabilities and shareholders’ equity	$	9,211		$	9,190

VIRYANET AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited. U.S. dollars in thousands, except share and per share data)

	Three months endedDecember 31						Twelve months endedDecember 31
	Three months ended March 31
	2011			2012			2011			2012
	2013			2012
	Unaudited			Unaudited			Audited			Unaudited
Revenues:
Revenues:
Software licenses	$	392		$	535
Software licenses	$	319		$	506		$	1,549		$	1,154
Maintenance and services		2,538			2,623
Maintenance and services		2,309			2,427			8,122			9,559
Total revenues		2,930			3,158
Total revenues		2,628			2,933			9,671			10,713
Cost of revenues:
Cost of revenues:
Software licenses		62			50
Software licenses		19			56			56			122
Maintenance and services		1,072			1,071
Maintenance and services		872			1,058			3,513			4,101
Total cost of revenues		1,134			1,121
Total cost of revenues		891			1,114			3,569			4,223
Gross profit		1,796			2,037
Gross profit		1,737			1,819			6,102			6,490
Operating expenses:
Operating expenses:
Research and development		351			292
Research and development		306			244			1,614			1.100
Selling and marketing		629			750
Selling and marketing		761			629			2,847			2,650
General and administrative		476			469
General and administrative		478			472			1,708			1,606
Total operating expenses		1,456			1,511
Total operating expenses		1,545			1,345			6,169			5,356
Income (loss) from operations		340			526
Income (loss) from operations		192			474			(67	)		1,134
Financial expenses, net		97			95
Financial income (expenses), net		(38	)		(97	)		(129	)		(196	)
Income (loss) before taxes		243			431
Income (loss) from continuing operations before taxes		154			377			(196	)		938
Taxes on income		—			15
Taxes on income		—			8			9			27
Net income (loss)	$	243		$	416
Income (loss) from continuing operations	$	154		$	369		$	(205	)	$	911
Basic income per share	$	0.06		$	0.11
Net income (loss) from discontinued operations		155			—			(14	)		—
Diluted income per share	$	0.06		$	0.10
Net income (loss)	$	309		$	369		$	(219	)	$	911
Weighted average number of shares used in computation of basic income per share		4,002,759			3,847,210
Basic income (loss) per share
Weighted average number of shares used in computation of diluted income per share		4,368,011			4,217,444
Continuing operations	$	0.04		$	0.09		$	(0.06	)	$	0.23
Discontinued operations		0.04			—			0.00			—
Net income (loss)	$	0.08		$	0.09		$	(0.06	)	$	0.23
Diluted income (loss) per share
Continuing operations	$	0.04		$	0.09		$	(0.06	)	$	0.21
Discontinued operations		0.04			—			0.00			—
Net income (loss)	$	0.08		$	0.09		$	(0.06	)	$	0.21
Weighted average number of shares used in computation of basic income (loss) per share		3,738,898			3,899,611			3,671,547			3,896,018
Weighted average number of shares used in computation of diluted income (loss) per share		4,128,584			4,314,593			3,671,547			4,279,961

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