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 of (I.R.S. Employer
incorporation or organization) Identification No.)
24 Raoul 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: David Seligman, Secretary
575 Corporate Drive
Mahwah, New Jersey 07430
(Name and address of agent for service)
(201) 529-4300
(Telephone number, including area code, of agent for service)
Copies to:
Steven J. Glusband, Esq. Ori Rosen, Adv.
Carter, Ledyard & Milburn Danziger, Klagsbald, Rosen & Co.
2 Wall Street Gibor Sport Building
New York, New York 10005 28 Bezalel Street
(212) 732-3200 Ramat-Gan 52521, Israel
972-3-611-0700
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed maximum
Title of securities to be Amount to be offering price per Proposed maximum Amount of
registered registered share aggregate offering price registration fee
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Ordinary Shares, par value
NIS 0.1 per share......... 887,630 $5.80(1) $5,148,254 $473.64
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Total..................... 887,630 $5,148,254 $473.64
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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 ($6.40 and $5.39) of an ordinary share as quoted on
the Nasdaq National Market System on February 7, 2002.
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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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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference the following documents
(Commission File No. 0-29871) into this Registration Statement:
(a) The Registrant's Annual Report on Form 20-F for the fiscal year ended
December 31, 2000;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 2001 and September 30, 2001;
(c) The Registrant's Reports of Foreign Private Issuer on Form 6-K as
follows:
Month Filing Date
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January 2001 January 5, 2001
January 12, 2001
January 22, 2001
January 26, 2001
February 2001 February 2, 2001
February 6, 2001
February 16, 2001
February 23, 2001
March 2001 March 2, 2001
March 9, 2001
March 22, 2001
March 30, 2001
April 2001 April 5, 2001
April 5, 2001
April 6, 2001
April 18, 2001
April 26, 2001
May 2001 May 25, 2001
; 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.
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In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not required, inasmuch as the Registrant's Ordinary Shares are registered
under Section 12(g) of the Exchange Act.
Item 5. Interests 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.
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
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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 enter into an insurance contract which would provide coverage
for any monetary liability incurred as a result of any of the following:
o a breach by the office holder of his duty of loyalty unless 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, indemnification 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.
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Item 8. Exhibits.
The Exhibit Index appears below on page 10 of this Registration Statement.
Item 9. Undertakings.
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");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this 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 the
registration statement;
(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 the Registration Statement;
provided, however, that paragraphs (i) and (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
Securities and Exchange Commission (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 herein, 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.
(4) 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
Section 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) 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 provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion
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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
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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 February 11, 2002.
RADVISION LTD.
By: /s/Zohar Zisapel
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Zohar Zisapel
Chairman of the Board of Directors
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gadi Tamari and David Seligman, 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 February 11, 2002, by the following
persons in the capacities indicated.
Signature Title
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/s/Zohar Zisapel Chairman of the Board of Directors
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Zohar Zisapel
/s/Gadi Tamari Chief Executive Officer, President
-------------- and Director
Gadi Tamari
/s/Ami Amir Director
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Ami Amir
/s/David Seligman Chief Financial Officer
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David Seligman
/s/Dan Goldstein Director
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Dan Goldstein
/s/Efraim Wachtel Director
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Efraim Wachtel
/s/Andreas Mattes Director
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Andreas Mattes
/s/Liora Katzenstein Director
--------------------
Liora Katzenstein
RADVision, Inc.
By: /s/David Seligman Authorized Representative
----------------- in the United States
David Seligman, Secretary
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EXHIBIT INDEX
Exhibit No. Page No.
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5 Opinion of Danziger, Klagsbald, Rosen & Co............... 12
23.1 Consent of Danziger, Klagsbald, Rosen & Co.
(included in Exhibit (5))................................ -
23.2 Consent of Luboshitz Kasierer............................ 14
24 Power of Attorney (see page 9 above)..................... -
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