zk1008767.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE TO
(Rule 13e-4)
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(AMENDMENT NO. 5)

RADVISION LTD.
(Name of Subject Company (Issuer))

RADVISION LTD.
(Name of Filing Person (Offeror))
 
ORDINARY SHARES, PAR VALUE NIS 0.10 PER SHARE
(Title of Class of Securities)
 
M81869105
(CUSIP Number of Class of Securities)

Rael Kolevsohn
Vice President and General Counsel
24 Raoul Wallenberg Street, Tel-Aviv 69719, Israel
+972-3-767-9394
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
 
With copies to:
Steven J. Glusband, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, New York 10005
Telephone: (212) 732-3200
Telecopy: (212) 732-3232
Noam Nativ, Adv.
Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
2 Weizmann Street
Tel Aviv 64239, Israel
Telephone: (972) 3-608-9999

CALCULATION OF FILING FEE
 Transaction Valuation*
$7,131,414   
 Amount of Filing Fee**
 $508.47
                                                                                          
*
For purposes of calculating the filing fee only, this amount is based on the offer to purchase 976,906 ordinary shares of Radvision Ltd. at a purchase price of $7.30 cash per share.
 
**
Calculated in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.0000713.
 
x
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
Amount Previously Paid: $508.47.                                                                                     Filing Party: RADVISION Ltd.
Form or Registration No.: Schedule TO.                                                                           Date Filed: July 27, 2010 and August 31, 2010
 
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes below to designate any transaction to which the statement relates:
o
third-party tender offer subject to Rule 14d-1
x
issuer tender offer subject to Rule 13e-4
o
going-private transaction subject to Rule 13e-3
o
amendment to Schedule 13D under Rule 13d-2
 
 
 
 

 
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
 
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 
 
 
 

This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by RADVISION Ltd., an Israeli company (“Radvision”) on July 27, 2010 with the Securities and Exchange Commission, and amended by Amendment No. 1 on August 2, 2010, Amendment No. 2 on August 16, 2010, Amendment No. 3 on August 31, 2010 and Amendment No. 4 on September 2, 2010 (as amended, the “Schedule TO”) relating to an offer by Radvision to purchase 5.0% of its voting power and issued and outstanding ordinary shares, nominal (par) value NIS 0.10 per share (the “Shares”) (currently 976,906 Shares), at $7.30 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated July 27, 2010, as amended (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, constitute the “Offer”).

This Amendment No. 5 is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Amendment No. 5, except that such information is hereby amended and supplemented to the extent specifically provided herein. Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Offer to Purchase.
 
ITEMS 1 THROUGH 9 AND 11
 
Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented by adding thereto the following:

“On September 7, 2010, Radvision issued a press release announcing the completion of the Offer and the final results of the Offer.  A copy of the press release is attached hereto as Exhibit (a)(5)(G) and is incorporated herein by reference.”
 
ITEM 12. EXHIBITS.
 
NO. 
DESCRIPTION

(a)(1)(A) 
Offer to Purchase dated July 27, 2010, as amended.*
 
(a)(1)(B) 
Letter of Transmittal.*
 
(a)(1)(C)
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
 
(a)(1)(D)
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
 
(a)(1)(E)
Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.*
 
(a)(1)(F) 
Notice of Objection.*
 
(a)(1)(G) 
Declaration Form ("Declaration of Status for Israeli Income Tax Purposes").*
 
(a)(5)(A) 
Text of Press Release issued by Radvision on July 27, 2010.*
 
(a)(5)(B) 
Form of Cover of ‘Mifrat’ filed with the Israeli Securities Authority on July 27, 2010.**
 
(a)(5)(C)
Form of Acceptance and Objection Notices filed with the Israeli Securities Authority on July 27, 2010.**
 
(a)(5)(D) 
Proxy statement issued by Radvision dated August 2, 2010.*
 
(a)(5)(E) 
Text of Press Release issued by Radvision on August 31, 2010.*
 
(a)(5)(F) 
Text of Press Release issued by Radvision on September 2, 2010.*
 
(a)(5)(G) 
 Text of Press Release issued by Radvision on September 7, 2010.
 
(b)
Not applicable.
 
(d) 
Form of 2000 Employees Stock Option Plan.(1)
 
(g) 
Not applicable.
 
(h) 
Not applicable.
 
________________________
 
* Previously filed with the Schedule TO.
 
** Previously filed with the Schedule TO. English translation from Hebrew.
 
(1)
Filed as an exhibit to our registration statement on Form F-1, registration number 333-30916, as amended, filed with the Securities and Exchange Commission, and incorporated herein by reference.
 
 
 
 
 
SIGNATURE
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
RADVISION LTD.
  
       
 
By:
/s/ Boaz Raviv  
    Name: Boaz Raviv  
    Title: Chief Executive Officer  
       
 
Dated: September 7, 2010
 
 
 
 
 
EXHIBIT INDEX
 
NO. 
DESCRIPTION

(a)(1)(A) 
Offer to Purchase dated July 27, 2010, as amended.*
 
(a)(1)(B) 
Letter of Transmittal.*
 
(a)(1)(C)
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
 
(a)(1)(D)
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
 
(a)(1)(E)
Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.*
 
(a)(1)(F) 
Notice of Objection.*
 
(a)(1)(G) 
Declaration Form ("Declaration of Status for Israeli Income Tax Purposes").*
 
(a)(5)(A) 
Text of Press Release issued by Radvision on July 27, 2010.*
 
(a)(5)(B) 
Form of Cover of ‘Mifrat’ filed with the Israeli Securities Authority on July 27, 2010.**
 
(a)(5)(C)
Form of Acceptance and Objection Notices filed with the Israeli Securities Authority on July 27, 2010.**
 
(a)(5)(D) 
Proxy statement issued by Radvision dated August 2, 2010.*
 
(a)(5)(E) 
Text of Press Release issued by Radvision on August 31, 2010.*
 
(a)(5)(F) 
Text of Press Release issued by Radvision on September 2, 2010.*
 
(a)(5)(G)  
 Text of Press Release issued by Radvision on September 7, 2010.
 
(b)
Not applicable.
 
(d) 
Form of 2000 Employees Stock Option Plan.(1)
 
(g) 
Not applicable.
 
(h) 
Not applicable.
________________________
 
* Previously filed with the Schedule TO.
 
** Previously filed with the Schedule TO. English translation from Hebrew.
 
(1)
Filed as an exhibit to our registration statement on Form F-1, registration number 333-30916, as amended, filed with the Securities and Exchange Commission, and incorporated herein by reference.