As filed with the Securities and Exchange Commission on April 8, 2003 Registration No. 333- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------- 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: Eugene Wolf, President 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 LLP 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 Proposed maximum Amount of Title of securities to Amount to be offering price per aggregate offering registration be registered registered share price fee --------------------------------------------------------------------------------------------------- Ordinary Shares, par value NIS 0.1 per share 748,997 shares $5.24(1) $3,924,744.28 $361.08 (2) -------------- -------- ------------- ----------- --------------------------------------------------------------------------------------------------- (1) Calculated pursuant to Rule 457(h) and (c) on the basis of the average of the high and low prices ($5.33 and $5.15) of an Ordinary Share as quoted on the Nasdaq National Market System on April 4, 2003. (2) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as follows: proposed maximum aggregate offering price multiplied by .000092. 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). --------------------------- This Registration Statement shall become effective immediately upon filing as provided in Rule 462 under the Securities Act of 1933. 2 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. In accordance with General Instruction E of Form S-8, the contents of the Registrant's Registration Statement on Form S-8 (File No. 333-66250) filed with the Securities and Exchange Commission (the "Commission") on July 30, 2001, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below. 3 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 April 8, 2003. RADVISION LTD. By: /s/Gad Tamari ------------- Gad Tamari Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on April 8, 2003, by the following persons in the capacities indicated. Signature Title --------- ----- /s/Zohar Zisapel ---------------- Zohar Zisapel Chairman of the Board of Directors /s/Gad Tamari ------------- Gad Tamari Chief Executive Officer, President and Director /s/David Seligman ----------------- David Seligman Chief Financial Officer /s/Efraim Wachtel ----------------- Efraim Wachtel Director /s/Andreas Mattes ----------------- Andreas Mattes Director ----------------- Liora Katzenstein Director 4 EXHIBIT INDEX Exhibit No. 5 Opinion of Danziger, Klagsbald, Rosen & Co................... 23.1 Consent of Danziger, Klagsbald, Rosen & Co. (included in Exhibit (5))................................................. 23.2 Consent of Kost Forer & Gabbay............................... 5