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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Amendment No. 1
 Form 10-K/A
 
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                     to
 Commission file number 0-26241
 BackWeb Technologies Ltd.
 (Exact name of registrant as specified in its charter)
 Israel
    
    51-2198508(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification Number)10 Haamal Street, Park Afek, Rosh Haayin, Israel
    
    48092(Address of Principal Executive Offices)
    
    (Zip Code)
 (972) 3-6118800
(Registrants Telephone Number, Including Area Code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredNone
    
    None
 Securities registered pursuant to Section 12(g) of the Act:
 Ordinary Shares, NIS 0.03 par value  (Title of Class)
 o þ
 o þ
 þ o
 o
  o o þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIIItem 11. Executive CompensationPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT INDEXEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1    Table of Contents  EXPLANATORY NOTE
  
 PART III
 
 Item 11. Executive Compensation
 Compensation discussion and analysis
  Compensation Philosophy and Overview




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Base compensation.
  Cash bonuses.
    Stock options awards.




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Accounting for Certain Transactions Involving Stock Compensation
 an Interpretation of APB Opinion No. 25
  Severance and change of control payments.
 Other benefits.
 Recruitment of new Chief Financial Officer.
 Summary Compensation Table




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Name and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Option
    
    All OtherPrincipal Position
    
    Year
    
    Salary
    
    Bonus
    
    Awards(3)
    
    Compensation(4)
    
    Total(5)William Heye(1)
    
    
    2006
    
    
    $
    198,333
    
    
    $
    30,000
    
    
    $
    
    
    
    $
    4,750
    
    
    $
    233,083Chief Executive Officer
    
    
    2005
    
    
    
    180,000
    
    
    
    90,000
    
    
    
    
    
    
    
    14,461
    
    
    
    284,4612004
    
    
    
    180,000
    
    
    
    44,126
    
    
    
    78,790
    
    
    
    11,763
    
    
    
    302,916Ken Holmes(2)
    
    
    2006
    
    
    
    164,167
    
    
    
    19,797
    
    
    
    
    
    
    
    
    
    
    
    183,964Chief Financial Officer
    
    
    2005
    
    
    
    155,000
    
    
    
    56,364
    
    
    
    
    
    
    
    
    
    
    
    211,3642004
    
    
    
    155,000
    
    
    
    25,480
    
    
    
    17,815
    
    
    
    
    
    
    
    198,295
 
 (1)
    
    Mr. Heye became our Chief Executive Officer in October 2004. Prior to this time, he served
as our Vice President, Business Development and Products.(2)
    
    Mr. Holmes became our Chief Financial Officer in January 2007. Prior to this time, Mr.
Holmes served as our Vice President, Finance from October 2004 to January 2007 and our
Senior Director, Finance from May 2003 until October 2004.(3)
    
    The amounts in this column represent the amounts recognized as compensation expense for
financial statement reporting purposes in accordance with SFAS No. 123R in connection with
the options granted to the named executive officer. We adopted SFAS No. 123R on January 1,
2006. Please see Note 2 of the Notes to the Consolidated Financial Statements for a
discussion of all assumptions made in determining the grant date fair values of these
options.(4)
    
    The Other Annual Compensation consists of commission payments and vacation payout amounts.(5)
    
    The dollar value in this column for each named executive officer represents the sum of all
compensation reflected in the preceding columns. Grants of Plan-Based Awards in 2006
  Outstanding Equity Awards at Fiscal Year End
  Number of SecuritiesUnderlying
    
    Option
    
    OptionUnexercised Options
    
    Exercise
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Price
    
    Date(1)William Heye
    
    
    30,000
    
    
    
    
    
    
    $
    1.20
    
    
    
    3/3/0850,000
    
    
    
    
    
    
    
    2.10
    
    
    
    12/31/0880,000
    
    
    
    
    
    
    
    7.32
    
    
    
    11/1/0732,089
    
    
    
    
    
    
    
    0.76
    
    
    
    10/22/0915,911
    
    
    
    
    
    
    
    0.76
    
    
    
    10/22/0910,000
    
    
    
    
    
    
    
    0.76
    
    
    
    7/1/0775,000
    
    
    
    75,000
    
    
    
    0.60
    
    
    
    10/1/1137,500
    
    
    
    
    
    
    
    0.77
    
    
    
    4/15/0947,500
    
    
    
    12,500
    
    
    
    1.15
    
    
    
    10/25/10485,041
    
    
    
    214,959
    
    
    
    0.39
    
    
    
    11/4/11Ken Holmes
    
    
    193,000
    
    
    
    
    
    
    $
    0.39
    
    
    
    11/4/1152,500
    
    
    
    7,500
    
    
    
    0.61
    
    
    
    7/21/104,500
    
    
    
    1,500
    
    
    
    1.15
    
    
    
    10/25/10




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(1)
    
    These option vest as to 25% of the Ordinary Shares subject to the
option on the first anniversary of the grant date and as to
1/48th of the Ordinary Shares subject to the
option each month thereafter until the option is fully vested
four years from the grant date. Employment Agreements and Change of Control Arrangements
   Compensation of Directors
  
    
    A retainer fee of $1,000, per fiscal quarter;
    
    A fee of $1,000 for each meeting of the Board of Directors attended; and
    
    A fee of $1,000 for each committee meeting attended, with the Chair of the Audit
Committee being paid an additional $500 for each committee meeting.
   Compensation Committee Interlocks and Insider Participation
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules




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SIGNATURES
  BACKWEB TECHNOLOGIES LTD.By:
    
    /s/ WILLIAM HEYEWilliam Heye,Chief Executive OfficerDated: April 30, 2007




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EXHIBIT INDEX
 Exhibit No
    
    Description31.1
    
    Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 193431.2
    
    Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 193432.1
    
    Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002