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 ~~May~~August, 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~~THE asCONTENTS ~~Exhibit~~OF THIS REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K OF VIRYANET LTD. (THE “REGISTRANT”), INCLUDING EXHIBIT 99.1 ~~hereto~~HERETO is(BUT aEXCLUDING ~~copy~~ANY ofQUOTES ~~the~~OF ~~registrant’s~~MEMBERS ~~press~~OF ~~release~~THE ~~dated~~REGISTRANT’S ~~May 21~~MANAGEMENT APPEARING THEREIN), ARE HEREBY INCORPORATED BY REFERENCE IN THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM S-8 ~~2013,~~(SEC ~~entitled~~FILE ~~“VIRYANET~~NO. 333-146265) ~~REPORTS~~AND ~~FIRST~~FORMS ~~QUARTER~~F-3 ~~2013~~(SEC ~~RESULTS”~~FILE NOS. 333-114504 AND 333-130632).

CONTENTS

Attached as Exhibit 99.1 hereto is a copy of the registrant’s press release dated August 15, 2013, entitled “VIRYANET REPORTS SECOND QUARTER 2013 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: ~~May~~August 2115, 2013

Exhibit Index

ExhibitNo.		Description
Exhibit No.		Description
99.1		Press release issued by the registrant on ~~May~~August 2115, 2013, entitled “VIRYANET REPORTS ~~FIRST~~SECOND QUARTER 2013 RESULTS”.

Exhibit 99.1

ViryaNet Reports ~~First~~Second Quarter 2013 Results

~~ViryaNet~~WESTBOROUGH, ~~Mobile~~MA ~~Workforce~~August 15, ~~Management~~2013 - ~~Solution’s~~ViryaNet ~~Integrated~~Limited ~~Approach~~(OTC ~~Resonates~~QB:VRYAF), ina ~~Marketplace;~~leading ~~Company~~provider ~~Recognized~~of assoftware ~~‘Innovator’~~solutions bythat ~~Industry~~optimize ~~Research~~and ~~Group~~allow infor ~~May~~the continuous improvement of service processes for mobile workforces, today announced its financial results for the second quarter and six months ended June 30, 2013.

~~WESTBOROUGH,~~Second ~~MA,~~Quarter ~~May 21,~~ 2013 -Highlights 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 first quarter of 2013.

~~Year~~• toRevenues ~~Date~~of $2.5 million for second quarter 2013 ~~Company’s~~comparable ~~Announcements:~~ to $2.5 million in same quarter last year

• ~~ViryaNet~~Gross ~~named~~margin ~~innovator~~increased byto ~~info-tech~~61.7% ~~research group~~ in ~~field~~second ~~service~~quarter ~~automation~~of ~~vendor~~2013 ~~landscape~~compared ~~report;~~to ~~demonstrates~~59.7% ~~innovative product strengths~~ in ~~mobile~~same ~~user~~quarter ~~experience~~last ~~and performance management~~year

• ~~The~~Second ~~Company’s~~quarter ~~mobile~~2013 ~~workforce~~net ~~management~~income ~~solution~~ was ~~selected~~$101,000 bycompared ~~electric~~to ~~utility~~$207,000 in ~~Brazil;~~same ~~improving~~period ~~daily~~last ~~decisions and activities key for 1,300+ field service technicians~~year

• ViryaNet’s ~~launches~~innovative ~~first~~mobile ~~voice-enabled~~capabilities ~~field~~and ~~application;~~integrated ~~breaks~~Performance ~~new~~Management ~~ground~~offering generated excitement among customers and partners at ViryaNet’s Annual Customer Conference, held in May in Florida; “ViryaVision 2013” empowers customers for the mobile ~~experience~~revolution. ~~for~~This ~~field~~excitement ~~technicians~~is well reflected in follow-up orders.

•“We ~~The~~are ~~Company~~pleased ~~launched~~with ~~its~~the ~~performance~~way ~~management~~our ~~practice~~business continues to ~~complement~~grow, ~~its~~although ~~mobile~~our ~~workforce~~second ~~management~~quarter ~~solution~~results were impacted by ~~guiding~~several ~~service~~deals ~~organizations~~not onclosing in the period,” ~~path~~stated toMemy ~~continuous~~Ish-Shalom, ~~improvement~~President and ~~success~~Chief Executive Officer of ViryaNet. “While quarterly comparisons for our first half do not reflect the growth in our backlog or the increase in the size of opportunities in the pipeline, both direct and through partners, and with both existing and new customers, we are confident that 2013 is tracking to plan and will be a year of solid growth for us.”

•Mr. Ish-Shalom ~~Connecticut~~continued, ~~Water~~“The ~~selected~~demand ~~ViryaNet’s~~for mobile workforce ~~management~~solutions ~~solution;~~is ~~integration~~strong, ofas ~~performance~~enterprises, ~~management~~large ~~practice~~and small, seek to reduce their costs through greater efficiency, and ~~innovative~~build ~~product~~their reputation for providing outstanding customer service. Our approach is ~~significant~~ideally ~~factor~~designed for customers seeking to meet their current and future goals by embracing the opportunities presented by the mobile revolution. Our current backlog as of the end of the second quarter reflects a healthy flow of follow-on orders from our clients for additional services and maintenance that we will recognize over the balance of the year. Certain deals that we expected to close in ~~selection~~the second quarter shifted to the third quarter, some of which have already closed, and we expect to sign additional business incremental to this in the third quarter. Based on our current visibility, pipeline, and positioning in the market place, we remain excited about the consistent growth opportunities we see for ViryaNet for the remainder of 2013 and beyond.”

•Second ~~ViryaNet’s~~Quarter ~~mobile~~2013 ~~workforce~~Financial ~~management solution was selected by electricity provider in Minnesota for field mobility, real-time communications, and optimized scheduling for improved customer service and efficiency~~Results

•For ~~ViryaNet~~the ~~mobile~~quarter ~~workforce~~ended ~~management~~June 30, ~~solution~~2013, ~~selected~~ViryaNet byreported ~~international~~total ~~provider~~revenues of ~~water,~~$2.5 ~~wastewater~~million ~~management~~comparable ~~and~~to ~~energy~~$2.5 million for the same period in 2012.

~~“Our~~Gross ~~new~~profit ~~strategy~~was $1.5 million, ~~which~~or ~~integrates~~61.7% ~~Performance~~gross ~~Management~~margin, ~~practice~~compared ~~with~~to $1.5 million gross profit, or 59.7% gross margin, in the ~~deployment~~second quarter of 2012. Total operating expenses in the ~~ViryaNet~~second G4quarter ~~product,~~of ~~is driving~~2013 ~~rapid~~were ~~customer~~approximately ~~acceptance~~$1.6 ~~and~~million, ~~contributing~~compared to ~~robust~~$1.3 ~~growth~~million in ~~our~~the ~~pipeline,”~~corresponding ~~stated~~period ~~Memy~~of ~~Ish-Shalom,~~2012. ~~president~~Research and ~~chief~~development ~~executive~~expenses ~~officer~~increased 67.7% to $431,000 from $257,000, which were targeted at accelerating the development of ~~ViryaNet.~~new ~~“Our~~offerings ~~vision~~requested ~~for~~by ~~integrating~~current aand ~~performance~~prospective ~~management~~customers. ~~framework~~Selling ~~with~~and ~~our~~marketing ~~mobile workforce~~expenses ~~management~~were ~~solution~~relatively unchanged and ~~our~~general ~~commitment~~and administrative expenses increased approximately 16% to ~~the~~$427,000 ~~Smart~~from ~~devices~~$368,000. ~~revolution~~The ~~that~~operating isloss ~~changing~~for the ~~Enterprise~~second ~~market~~quarter ~~has~~of ~~been~~2013 ~~resonating~~was ~~well~~$(38,000) ~~with~~compared ~~customers~~to ~~and~~operating ~~partners~~income of $175,000 ~~both~~in ~~current~~the ~~and~~corresponding ~~prospective~~quarter of 2012.”

~~First~~Net ~~Quarter~~income for the second quarter of 2013 ~~Financial~~was ~~Results~~$101,000, or $0.02 basic and diluted earnings per share, which included a gain on forgiveness of debt of $210,000, as compared to net income of $207,000, or $0.05 basic and diluted earnings per share, for the same period in 2012.

~~For~~“The ~~the~~positive ~~quarter~~feedback ~~ended~~we ~~March 31,~~received from our ViryaVision 2013, annual ~~ViryaNet~~customer ~~reported~~conference, ~~total~~which ~~revenues~~was ofheld ~~$2.9~~in ~~million~~May ~~compared~~in toFlorida, ~~$3.2~~about ~~million~~our ~~for~~new ~~the~~ViryaNet ~~same~~G4 ~~period~~Field inApplication ~~2012.~~as ~~The first~~well ~~quarter~~as ofthe ~~last~~Capacity ~~year~~Planning, ~~was~~Dispatch, aand ~~record~~Performance ~~quarter~~Management ~~with~~applications ~~38%~~demonstrates ~~growth~~that ~~year~~our ~~over~~commitment ~~year~~to asR&D ~~previously~~is ~~reported~~right on track, ~~which~~meeting ~~benefitted~~and ~~from~~exceeding ~~several~~customer ~~large~~demand ~~deals~~for ~~closed~~solutions ~~during~~in the ~~quarter.~~marketplace ~~Licenses~~and ~~revenues~~delivering ~~for~~ the ~~first~~value-added ~~quarter~~services ofour ~~2013~~customers ~~decreased~~have bycome ~~$0.1 million~~ to ~~$0.4~~ ~~million~~expect ~~compared~~from tous,” $0Mr.5 Ish-Shalom ~~million in the first quarter of 2012~~concluded. ~~Maintenance~~“We ~~and~~are ~~services~~in ~~revenues~~a ~~decreased~~better tocompetitive ~~$2.5~~position ~~million~~as our ~~compared~~integrated tosoftware ~~$2.6~~solutions ~~million~~are unique in the ~~first quarter of 2012~~market.”

~~Mr. Ish~~Six Months-~~Shalom~~ ~~continued,~~Year-to-Date “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~~Financial ~~were~~Results ~~somewhat masked by the comparable record first quarter of 2012, making quarter over quarter comparisons more challenging.”~~

~~Gross~~For ~~profit~~the ~~was~~six ~~$1.8~~months ~~million~~ended June 30, or2013, ~~61.3%~~ViryaNet ~~gross~~reported ~~margin,~~total ~~compared~~revenues toof $25.04 million ~~gross~~compared ~~profit,~~to ~~or 64.~~$5%.7 ~~gross margin,~~million infor the ~~first~~same ~~quarter~~period ofin 2012. License ~~Total~~revenues ~~operating~~for ~~expenses in~~ the first ~~quarter~~six months of 2013 ~~were~~decreased ~~approximately~~by $10.52 million, ~~relatively~~to ~~unchanged~~$0.4 million compared to ~~the year-ago period~~$0.6 ~~Operating~~million ~~income~~in ~~for~~ the ~~first~~same ~~quarter~~period of ~~2013~~2012. Maintenance and services revenues decreased ~~approximately~~ $~~186,000~~0.1 million to $~~340,000~~5.0 ~~from~~million compared to $~~526,000~~5.1 million in the first ~~year-ago~~six ~~quarter~~months of 2012.

~~Net~~Gross ~~income~~profit ~~for~~was $3.3 million, or 61.5% gross margin, compared to $3.6 million gross profit, or 62.4% gross margin, in the first ~~quarter~~half of 2012. Total operating expenses year-to-date in 2013 ~~was~~were approximately $~~243,000,~~3.0 ormillion compared to $02.069 ~~basic~~million in the corresponding period of 2012. Research and ~~diluted earnings~~development ~~per~~expenses ~~share,~~increased ~~compared~~42.2% to ~~net~~$782,000 ~~income~~from of $~~416~~550,000, orwhich was $0partially offset by a 7.118% ~~basic~~decline in selling and marketing expenses to $01.104 ~~diluted~~million ~~earnings~~from ~~per~~$1.5 ~~share,~~million. Operating income for the ~~same~~first six months of 2013 decreased by approximately $399,000 to $302,000 from $701,000 in the year-ago period, reflecting the decreased revenues and the increased investment in ~~2012~~R&D.

~~“The feedback we received from customers who attended the largest ever ViryaNet users conference and witnessed first~~Year-~~hand~~to-date ~~our~~net ~~new~~income ~~native smart device field application has assured us that we are breaking new ground~~ in ~~the~~2013 ~~mobile~~was ~~experience~~$344,000, ~~for~~or ~~field~~$0.09 ~~technicians~~basic and ~~supervisors,” Mr~~ $0. ~~Ish-Shalom~~08 ~~concluded.~~diluted ~~“This~~earnings isper ~~also~~share, ~~consistent~~compared ~~with the recognition we received subsequent~~ to ~~the~~ ~~quarter~~net ~~end~~income byof ~~Info-Tech~~$623,000, ~~Research~~or ~~Group~~$0.16 ~~that~~basic ~~identified~~and ~~ViryaNet as an ‘Innovator’ in their Field Service Automation Vendor Landscape report~~$0.15 Wediluted ~~strongly~~earnings ~~believe~~per weshare, ~~have~~for ~~created~~the asame ~~compelling~~period ~~competitive advantage~~ in ~~this industry, and the response from industry analysts and potential customers reinforces this belief~~2012.”

Balance Sheet Summary

ViryaNet’s short and long-term bank debt balance on ~~March~~ June 3130, 2013 ~~remained~~was ~~relatively~~reduced ~~unchanged~~by at$0.2 million, to $1.1 million as compared to $1.3 million on December 31, 2012. Convertible debt of $0.4 million as of December 31, 2012, was fully retired as of June 30, 2013. Cash and cash equivalents were approximately $0.3 million at both ~~March~~June 3130, 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.

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 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.

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:		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

View Press Releases

VIRYANET LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	March 31, 2013			December 31, 2012
	June 30, 2013			December 31, 2012
	Unaudited			Audited
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	~~272~~344		$	335
Restricted cash		~~208~~210			164
Trade receivables		~~780~~505			682
Other accounts receivable and prepaid expenses		~~288~~214			216
Total current assets		1,~~548~~273			1,397
NON - CURRENT ASSETS:
Severance pay fund		1,~~088~~124			1,044
Long-term receivable		~~109~~94			125
Other		3940			38
Total non - current assets		1,~~236~~258			1,207
PROPERTY AND EQUIPMENT, net		6960			70
GOODWILL		6,516			6,516
Total assets	$	9,~~369~~107		$	9,190
Liabilities and shareholders’ equity
CURRENT LIABILITIES:
Short-term bank credit	$	~~168~~145		$	160
Current maturities of long-term bank loans		~~554~~435			646
Trade payables		~~358~~279			360
Deferred revenues		23,~~840~~075			2,809
Other accounts payable and accrued expenses		1,~~304~~254			1,388
Convertible debt		~~281~~—			352
Total current liabilities		5,~~505~~188			5,715
LONG-TERM LIABILITIES:
Long-term bank loan, net of current maturities		~~578~~534			497
Long-term deferred revenues		~~165~~123			232
Long-term deferred rent payable		6561			70
Accrued severance pay		1,~~428~~462			1,374
Total long-term liabilities		2,~~236~~180			2,173
SHAREHOLDERS’ EQUITY:
Share capital		5,055			4,817
Additional paid-in capital		116,~~142~~152			116,297
Accumulated deficit		(119,~~569~~468	)		(119,812	)
Total shareholders’ equity		1,~~628~~739			1,302
Total liabilities and shareholders’ equity	$	9,~~369~~107		$	9,190

VIRYANET AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three months ended March 31
	Three months ended June 30					Six months ended June 30
	2013			2012		2013			2012
Revenues:
Software licenses	$	~~392~~27		$	~~535~~83	$	419		$	618
Maintenance and services		2,~~538~~473			2,~~623~~453		5,010			5,076
Total revenues		2,~~930~~500			32,~~158~~536		5,429			5,694
Cost of revenues:
Software licenses		62—			50—		62			50
Maintenance and services		~~1,072~~958			1,~~071~~021		2,029			2,092
Total cost of revenues		~~1,134~~958			1,~~121~~021		2,091			2,142
Gross profit		1,~~796~~542			21,~~037~~515		3,338			3,552
Operating expenses:
Research and development		~~351~~431			~~292~~257		782			550
Selling and marketing		~~629~~722			~~750~~715		1,351			1,465
General and administrative		~~476~~427			~~469~~368		903			836
Total operating expenses		1,~~456~~580			1,~~511~~340		3,036			2,851
Income (loss) from operations		~~340~~(38	)		~~526~~175		302			701
Financial expenses, net		97			95
Other income (expense):
Income (loss) before taxes		243			431
Financial income (expenses), net		(71	)		36		(168	)		(59	)
Taxes on income		—			15
Gain on forgiveness of debt (1)		210			—		210			—
Net income (loss)	$	243		$	416
Total other income (expense)		139			36		42			(59	)
Basic income per share	$	0.06		$	0.11
Income before taxes		101			211		344			642
Diluted income per share	$	0.06		$	0.10
Taxes on income		—			4		—			19
Weighted average number of shares used in computation of basic income per share		4,002,759			3,847,210
Net income	$	101		$	207	$	344		$	623
Weighted average number of shares used in computation of diluted income per share		4,368,011			4,217,444
Basic income per share	$	0.02		$	0.05	$	0.09		$	0.16
Diluted income per share	$	0.02		$	0.05	$	0.08		$	0.15
Weighted average number of shares used in computation of basic income per share		4,075,928			3,894,748		4,039,546			3,870,979
Weighted average number of shares used in computation of diluted income per share		4,460,903			4,269,369		4,420,647			4,245,600

(1)

In July 2012 the Company and its convertible debt holder agreed to modify the convertible debt agreement between them such that under certain conditions, the Company would pay $270,000 of the original debt of $480,000 that is due in August 2013, in 12 equal monthly installments starting in July 2012, and if the Company pays all installments and the convertible debt holder does not convert any portion of the debt to shares, then upon payment by the Company of the final installment, the remaining outstanding $210,000 of the original debt of $480,000 will be forgiven. As the Company met all of the payment conditions and the debt holder did not convert the balance of the original debt to Ordinary Shares prior to payment of the last installment, which occurred in June 2013, the remaining outstanding principal balance of $210,000 was forgiven and recorded as gain from forgiveness of debt in the Company’s income statement.

Filing Compare · VIRYANET LTD