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~~

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~December~~February, ~~2012~~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): ¨

~~Announcement~~Attached ~~regarding~~as ~~Third~~Exhibit ~~Fiscal~~99.1 ~~Quarter~~hereto is a copy of the registrant’s press release dated February 28, 2013, entitled “VIRYANET REPORTS FOURTH QUARTER AND YEAR-END 2012 ~~Results:~~RESULTS”.

ViryaNet (OTCBB: VRYAF.OB), a leading provider of solutions that automate business processes for mobile workforce management and field service delivery, today reported financial results for its fiscal quarter and nine months period ended September 30, 2012. The financial statements are attached hereto as Exhibit 99.1.

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 ManagementTM, 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.

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: ~~December~~February 1828, ~~2012~~2013

Exhibit Index

ExhibitNo.		Description
99.1		~~ViryaNet~~Press ~~Financial~~release ~~Statements~~issued ~~for~~by the ~~Fiscal~~registrant ~~Quarter~~on ~~and~~February ~~Nine~~28, ~~Months~~2013, ~~Period~~entitled ~~Ended~~“VIRYANET ~~September~~REPORTS ~~30,~~FOURTH QUARTER AND YEAR-END 2012 RESULTS”.

Exhibit 99.1

ViryaNet Reports Fourth Quarter and Year-End 2012 Results

Record Annual Net Income, Annual and Quarterly Revenues Up 11% Year-Over-Year

WESTBOROUGH, MA, February 28, 2013 - ViryaNet Limited (VRYAF), a leading provider of software solutions that optimize and allow for the continuous improvement of service processes for mobile workforces, announced financial results for the fourth quarter and year-end of 2012.

For the quarter ended December 31, 2012, ViryaNet reported total revenues of $2.9 million, an 11.6% increase compared to the same period in 2011. 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 a record net income of $911,000, or $0.23 basic and $0.21 diluted earnings per share, for 2012, compared to net loss of $219,000, or $0.06 basic and diluted loss per share, for 2011.

ViryaNet’s short and long-term bank debt balance was reduced during 2012, from $1.6 million on December 31, 2011 to $1.3 million on December 31, 2012. Cash and cash equivalents were $0.3 million on December 31, 2012, compared to $0.1 million on December 31, 2011. The Days Sales Outstanding (DSO) for ViryaNet in the fourth quarter of 2012 was 21 days.

The financial results for the fourth quarter and full year 2012 are disclosed in the attached tables.

“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 was also productive in terms of building for the future,” said Memy Ish-Shalom, President and CEO, ViryaNet. “The robustness of our products and services and the capabilities of our partners continue to strengthen our 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.”

About ViryaNet

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

###

Press Contact:

Dolores Fallon

ViryaNet, Ltd

508-490-8600, ext 5917

Dolores.Fallon@viryanet.com

VIRYANET AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

	December 31,2011		~~September~~December 3031,2012
	Audited		Unaudited
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	104	$	~~341~~335
Restricted cash deposits		140		~~135~~164
Trade receivables		878		~~469~~682
Other accounts receivable and prepaid expenses		271		~~204~~216
Total current assets		1,393		1,~~149~~397
NON-CURRENT ASSETS:
Severance pay fund		1,001		~~994~~1,044
Long-term receivable		183		~~139~~125
Other		25		4138
Total non-current assets		1,209		1,~~174~~207
PROPERTY AND EQUIPMENT, net		93		8270
GOODWILL		6,516		6,516
Total assets	$	9,211	$	89,~~921~~190

VIRYANET AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

	December 31,2011			~~September~~December 3031,2012
	Audited			Unaudited
Liabilities and shareholders’ equity
CURRENT LIABILITIES:
Short-term bank credit	$	115		$	~~129~~160
Current maturities of long-term bank loans		498			~~602~~646
Trade payables		717			~~291~~360
Deferred revenues		2,587			32,~~060~~809
Current maturities of convertible debt		—			422
Convertible debt		—			352
Other accounts payable and accrued expenses		2,004			1,~~336~~388
Total current liabilities		5,921			5,~~840~~715
LONG-TERM LIABILITIES:
Long-term bank loan, net of current maturities		1,001			~~528~~497
Long-term convertible debt, net of current maturities		502			—
Convertible debt		502			—
Long-term deferred revenues		—			~~254~~232
Long-term deferred rent payable		82			7470
Accrued severance pay		1,435			1,~~303~~374
Total long-term liabilities		3,020			2,~~159~~173
SHAREHOLDERS’ EQUITY:
Share capital		4,655			4,817
Additional paid-in capital		116,338			116,~~287~~297
Accumulated deficit		(120,723	)		(~~120~~119,~~182~~812	)
Total shareholders’ equity		270			~~922~~1,302
Total liabilities and shareholders’ equity	$	9,211		$	89,~~921~~190

VIRYANET AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three months endedSeptember 30						Nine months endedSeptember 30
	Three months endedDecember 31						Twelve months endedDecember 31
	2011			2012			2011			2012
	Unaudited			Unaudited			Audited			Unaudited
Revenues:
Software licenses	$	~~865~~319		$	30506		$	1,~~229~~549		$	~~649~~1,154
Maintenance and services		12,~~867~~309			2,~~056~~427			58,~~814~~122			79,~~131~~559
Total revenues		2,~~732~~628			2,~~086~~933			79,~~043~~671			710,~~780~~713
Cost of revenues:
Software licenses		1419			1756			3756			67122
Maintenance and services		~~888~~872			~~951~~1,058			23,~~641~~513			34,~~043~~101
Total cost of revenues		~~902~~891			~~968~~1,114			23,~~678~~569			34,~~110~~223
Gross profit		1,~~830~~737			1,~~118~~819			46,~~365~~102			46,~~670~~490
Operating expenses:
Research and development		~~391~~306			~~306~~244			1,~~309~~614			~~856~~1.100
Selling and marketing		~~679~~761			~~557~~629			2,~~085~~847			2,~~021~~650
General and administrative		~~397~~478			~~298~~472			1,~~230~~708			1,~~134~~606
Total operating expenses		1,~~467~~545			1,~~161~~345			46,~~624~~169			45,~~011~~356
Income (loss) from operations		~~363~~192			~~(43~~474	)		(~~259~~67	)		~~659~~1,134
Financial income (expenses), net		60(38	)		(4097	)		(91129	)		(99196	)
Income (loss) from continuing operations before taxes		~~423~~154			~~(83~~377	)		(~~350~~196	)		~~560~~938
Taxes on income		3—			—8			9			1927
Income (loss) from continuing operations	$	~~420~~154		$	~~(83~~369	)	$	(~~359~~205	)	$	~~541~~911
Net income (loss) from discontinued operations (1)		(47	)		—			(168	)		—
Net income (loss) from discontinued operations		155			—			(14	)		—
Net income (loss)	$	~~373~~309		$	~~(83~~369	)	$	(~~527~~219	)	$	~~541~~911
Basic income (loss) per share
Continuing operations	$	0.1104		$	(0.0209	)	$	(0.1006	)	$	0.1423
Discontinued operations		(0.0104	)		—			(0.0400	)		—
Net income (loss)	$	0.1008		$	(0.0209	)	$	(0.1406	)	$	0.1423
Diluted income (loss) per share
Continuing operations	$	0.1004		$	(0.0209	)	$	(0.1006	)	$	0.1321
Discontinued operations		(0.0104	)		—			(0.0400	)		—
Net income (loss)	$	0.0908		$	(0.0209	)	$	(0.1406	)	$	0.1321
Weighted average number of shares used in computation of basic income (loss) per share		3,~~725~~738,~~122~~898			3,899,611			3,~~648~~671,~~850~~547			3,~~880~~896,~~593~~018
Weighted average number of shares used in computation of diluted income (loss) per share		4,~~132~~128,~~960~~584			34,~~899~~314,~~611~~593			3,~~648~~671,~~850~~547			4,~~259~~279,~~421~~961

(1) The results of operations of ViryaNet’s former subsidiaries, ViryaNet PTY and ViryaNet Europe, which were disposed of in 2011, for the comparable three and nine months ended September 30, 2011, have been reclassified to remove the operations of these entities from ViryaNet’s revenues and expenses for the three and nine months ended September 30, 2011 and to collapse the net income or loss from these operations into a single line within discontinued operations for those periods.

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