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 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2005 Commission File Number: 0-30628 ALVARION LTD. -------------------------------------------------------------------------------- (Translation of registrant's name into English) 21A Habarzel Street, Tel Aviv 69710, 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): ____ 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. Yes |_| No |X| If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________ The following are included in this report on Form 6-K: Sequential Exhibit Description Page Number ------- ----------- ----------- 1. Press release on Executive Succession Plans, dated June 21, 2005 4 2 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. ALVARION LTD. Date: June 26, 2005 By: /s/ Dafna Gruber ------------------------------- Name: Dafna Gruber Title: Chief Financial Officer 3 EXHIBIT 1 Contacts Dafna Gruber, CFO Carmen Deville +972 3 645 6252 +760-517-3188 +760-517-3187 dafna.gruber@alvarion.com carmen.deville@alvarion.com ------------------------- --------------------------- FOR IMMEDIATE RELEASE ALVARION ANNOUNCES EXECUTIVE SUCCESSION PLANS President, Tzvika Friedman, to Succeed Zvi Slonimsky as CEO in October 2005 TEL AVIV, Israel--June 21, 2005 -- Alvarion Ltd. (NASDAQ: ALVR), the world's leading provider of wireless broadband solutions and specialized mobile networks, today announced plans for Tzvika Friedman, president and chief operating officer of Alvarion for the past four years, to succeed Zvi Slonimsky as CEO in October 2005. Mr. Slonimsky will continue to serve as a director of the Company. "We are grateful for Zvi's leadership and many contributions to the company over the past six years in making Alvarion the world leader in BWA and WiMAX," said Anthony Maher, Chairman of Alvarion. "During his tenure as CEO, the company has achieved the number one position with over 30% share of the market through strong internal growth combined with an ambitious merger and acquisition strategy." "I am proud to have been part of the growth Alvarion has experienced," Mr. Slonimsky said. "The company is well-positioned to capitalize on new growth opportunities, and the time is right to pass the torch to Tzvika, who I am confident will lead the company to the next level. I will remain on the board and support management to fulfill our vision. I want to take this opportunity to thank our customers, employees and investors for helping Alvarion become the leader of the broadband wireless access market." About Alvarion -------------- With more than 2 million units deployed in 130 countries, Alvarion is the worldwide leader in wireless broadband providing systems to carriers, ISPs and private network operators, and also in extending coverage of GSM and CDMA mobile networks to developing countries and other hard to serve areas. Leading the WiMAX revolution, Alvarion has the most extensive deployments and proven product portfolio in the industry covering the full range of frequency bands with both fixed and mobile solutions. Alvarion's products enable the delivery of business and residential broadband access, corporate VPNs, toll quality 4 telephony, mobile base station feeding, hotspot coverage extension, community interconnection, public safety communications, and mobile voice and data. Alvarion works with several global OEM providers and more than 200 local partners to support its diverse global customer base in solving their last-mile challenges. As a wireless broadband pioneer, Alvarion has been driving and delivering innovations for more than ten years from core technology developments to creating and promoting industry standards. Leveraging its key roles in the IEEE and HiperMAN standards committees and experience in deploying OFDM-based systems, the Company's prominent work in the WiMAX Forum is focused on increasing widespread adoption of standards-based products in the wireless broadband market and leading the entire industry to mobile WiMAX solutions. For more information, visit Alvarion's World Wide Web site at www.alvarion.com This press release contains forward -looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations or beliefs of Alvarion's management and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward -looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: inability to further identify, develop and achieve success for new products, services and technologies; increased competition and its effect on pricing, spending, third-party relationships and revenues; as well as the in ability to establish and maintain relationships with commerce, advertising, marketing, and technology providers and other risks detailed from time to time in filings with the Securities and Exchange Commission. Information set forth in this press release pertaining to third parties has not been independently verified by Alvarion and is based solely on publicly available information or on information provided to Alvarion by such third parties for inclusion in this press release. The web sites appearing in this press release are not and will not be included or incorporated by reference in any filing made by Alvarion with the Securities and Exchange Commission, which this press release will be a part of. You may request Alvarion's future press releases or a complete Investor Kit by contacting Carmen Deville, Investor Relations: carmen.deville@alvarion.com or +1 650 314 2653. 5