As filed with the Securities and Exchange Commission on June 29, 2004
Registration No. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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RADVISION LTD.
(Exact name of registrant as specified in its charter)
Israel None
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
24 Raul Wallenberg Street, Tel Aviv, 69719, Israel
(Address of Principal Executive Offices) (Zip Code)
RADVISION LTD.
2000 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
__________
RADVision, Inc.
Attn: Khristine Koptchev
266 Harristown Road, Suite 201
Glen Rock, New Jersey 07450
(Name and address of agent for service)
(201) 689-6300
(Telephone number, including area code, of agent for service)
Copies to:
Steven J. Glusband, Esq. Arnold Taragin, Esq., Adv.
Carter Ledyard & Milburn LLP Corporate Vice President & General Counsel
2 Wall Street R ADVision Ltd.
New York, New York 10005 24 Raul Wallenberg Street,
(212) 732-3200 Tel Aviv, 69719, Israel
(972)-(3)-767-9344
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Amount of
Title of securities to be Amount to be offering price per Proposed maximum registration fee
registered registered share (1) aggregate offering price (2)
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Ordinary Shares, par value
NIS 0.1 per share......... 795,290 shares $12.07 $9,599,150.30 $1,216.21
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Ordinary Shares, par value
NIS 0.1 per share......... 90,000 shares (3) $6.55 $589,500 $74.69
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Ordinary Shares, par value
NIS 0.1 per share......... 90,000 shares (3) $12.12 $1,090,800 $138.20
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Ordinary Shares, par value
NIS 0.1 per share......... 50,000 shares (4) $12.12 $606,000 $76.78
_____________ ______ ________ ______
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Total..................... 1,025,290 shares - $11,847,186.64 $1,505.88
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(1) Calculated pursuant to Rule 457(h) and (c) on the basis of the average
of the high and low prices ($12.38 and $11.69) of an Ordinary Share as
quoted on the Nasdaq National Market System on June 24, 2004. In the case
of shares purchasable upon exercise of outstanding options, such assumed
offering price is the exercise price provided for in the relevant option.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum aggregate offering price multiplied by .0001267
(3) Represents shares that may be issued to Mr. Gad Tamari pursuant to
options granted to him pursuant to the authorization of the shareholders of
the Registrant.
(4) Represents shares that may be issued to Mr. Yossi Atsmon pursuant to
options granted to him pursuant to the authorization of the shareholders of
the Registrant.
Ordinary Shares of the Registrant for issuance pursuant to the Plan
have previously been registered under a Registration Statement on Form S-8
(Registration No. 333-66250).
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This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.
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EXPLANATORY NOTE
The purpose of this Registration Statements is to register
additional Ordinary Shares for issuance under the Registrant's Share
Option and Compensation Plan, as amended and restated, and with respect
to option grants authorized by the shareholders of the Registrant.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(Commission File No. 000-21218), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2003;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2004;
(c) The Registrant's Current Reports on Form 8-K dated April 29, 2004
and May 20, 2004; and
(d) The description of the Registrant's Ordinary Shares contained in
Amendment No. 1 to the Registration Statement on Form 8-A of the
Registrant filed under the Securities Exchange Act of 1934 (the
"Exchange Act"), including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Israeli Companies Law, an Israeli company may not exempt an
office holder from liability with respect to a breach of his duty of loyalty,
but may exempt in advance an office holder from his liability to the company, in
whole or in part, with respect to a breach of his duty of care.
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Office Holder Insurance
The Registrant's Articles of Association provide that, subject to the
provisions of the Israeli Companies Law, the Registrant may enter into a
contract for the insurance of the liability of any of its office holders with
respect to:
o a breach of his duty of care to the Registrant or to another person;
o a breach of his duty of loyalty to the Registrant, provided
that the office holder acted in good faith and had reasonable
cause to assume that his act would not prejudice the
Registrant's interests; or
o a financial liability imposed upon him in favor of another
person concerning an act performed by him in his capacity as
an office holder.
Indemnification of Office Holders
The Registrant's Articles of Association provide that it may indemnify
an office holder against:
o a financial liability imposed on him in favor of another
person by any judgment, including a settlement or an
arbitrator's award approved by a court concerning an act
performed in his capacity as an office holder; and
o reasonable litigation expenses, including attorneys' fees,
expended by the office holder or charged to him by a court, in
proceedings instituted against him by the Registrant or
instituted on its behalf or by another person, or in a
criminal charge from which he was acquitted, or a criminal
charge in which he was convicted for a criminal offense that
does not require proof of intent, in each case relating to an
act performed in his capacity as an office holder.
The Registrant's Articles of Association also include the following:
o The Registrant is authorized to grant in advance an
undertaking to indemnify an office holder, provided that the
undertaking is limited to specified events which the Board of
Directors deems to be anticipated and limited in amount
determined by the Board of Directors to be reasonable under
the circumstances.
o The Registrant is authorized to indemnify retroactively an office
holder.
Limitations on Insurance and Indemnification
The Israeli Companies Law provides that a company may not indemnify an
office holder, nor exculpate an office holder, nor enter into an insurance
contract which would provide coverage for any monetary liability incurred as a
result of any of the following:
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o a breach by the office holder of his duty of loyalty unless,
with respect to insurance coverage, the office holder acted in
good faith and had a reasonable basis to believe that the act
would not prejudice the company;
o a breach by the office holder of his duty of care if the breach was
done intentionally or recklessly;
o any act or omission done with the intent to derive an illegal
personal benefit; or
o any fine levied against the office holder.
In addition, under the Israeli Companies Law, undertaking to indemnify
or indemnification of, exculpation of, and procurement of insurance coverage
for, the Registrant's office holders must be approved by its audit committee and
board of directors and, in specified circumstances, by its shareholders.
The Registrant has indemnified its office holders to the fullest extent
permitted by law. The Registrant currently maintain a directors and officers
liability insurance policy with a per claim and aggregate coverage limit of
$15.0 million.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS.
Exhibit No.
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5 Opinion of Arnold Taragin, Esq., Adv...............................
23.1 Consent of Arnold Taragin, Esq., Adv. (included in Exhibit (5))....
23.2 Consent of Kost Forer Gabbay & Kasierer, a Member of Ernst & Young
Global.............................................................
24 Power of Attorney (see page 8 )....................................
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement.
provided, however, that paragraphs (l)(i) and (l)(ii)
above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Tel Aviv, Israel on June 29, 2004.
RADVISION LTD.
By: /s/ Gad Tamari
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Gad Tamari
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gad Tamari and Tsipi Kagan, and each of
them severally, his true and lawful attorney-in-fact, and agent each with power
to act with or without the other, and with full power of substitution and
resubstitution, to execute in the name of such person, in his capacity as a
director or officer of RADVision Ltd., any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or their substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 29, 2004, by the following
persons in the capacities indicated.
Signature Title
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/s/ Zohar Zisapel
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Zohar Zisapel Chairman of the Board of Directors
/s/ Gad Tamari
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Gad Tamari Chief Executive Officer, President
and Director
/s/ Tsipi Kagan
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Tsipi Kagan Chief Financial Officer
/s/ Joseph Atsmon
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Joseph Atsmon Director
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/s/ Efraim Wachtel
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Efraim Wachtel Director
/s/ Andreas Mattes
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Andreas Mattes Director
/s/ Liora Katzenstein
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Liora Katzenstein Director
RADVision Inc.
By: /s/ Khristine Koptchev Authorized Representative in the
---------------------------- United States
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