SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- F O R M 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2006 RADVISION LTD. (Name of Registrant) 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel (Address of Principal Executive Office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____________ This Form 6-K is being incorporated by reference into the Registrant's Form S-8 Registration Statements File Nos. 333-45422, 333-53814, 333-55130, 333-66250, 333-82488, 333-104377, 333-116964 and 333-127013. RADVision Ltd. 6-K Items 1. Press release re RADVISION Reports Record Results for Fourth Quarter and Full Year 2005 dated February 8, 2006. ITEM 1 Press Release Source: RADVISION Ltd. RADVISION Reports Record Results for Fourth Quarter and Full Year 2005 Wednesday February 8, 7:00 am ET Fourth Quarter Revenues of $21.2 million and EPS of $0.24 Exceed Forecast FAIR LAWN, N.J.--(BUSINESS WIRE)--Feb. 8, 2006--RADVISION (Nasdaq: RVSN - News) today announced that revenues for the fourth quarter of 2005 reached a record $21.2 million. This was a 21% increase from the fourth quarter of 2004 and $670,000 above the Company's forecast for the quarter. Operating income for the fourth quarter of 2005 rose 89% from the fourth quarter of 2004 to $4.2 million. Net income for the 2005 fourth quarter nearly doubled to a record $5.4 million, or $0.24 per diluted share, compared with $2.8 million or $0.13 per diluted share reported in the 2004 fourth quarter. The Company had forecast that 2005 fourth quarter net income would be $4.5 million or $0.20 per diluted share. Business Unit revenues for the fourth quarter of 2005 consisted of $15.2 million in Networking Business Unit (NBU) sales and $6.0 million in Technology Business Unit (TBU) sales, representing increases of 27% and 8%, respectively, over the fourth quarter of 2004. For full year 2005, revenues were $74.0 million, operating income was $11.5 million and net income was $14.7 million or $0.66 per diluted share. For 2004, revenues were $64.2 million, operating income was $4.1 million and net income was $6.0 million or $0.28 per diluted share. The Company ended the fourth quarter of 2005 with approximately $125.0 million in cash and liquid investments, an increase of $9.2 million over the 2005 third quarter, and equivalent to $5.80 per basic share. The increase reflects cash flow of $5.8 million from operations and income of $3.8 million from the exercise of options, offset by $400,000 in capital expenditures. Boaz Raviv, Chief Executive Officer, commented: "Strong growth of our NBU supported by better than forecasted TBU revenues were the principal drivers of our record fourth quarter results." "Our NBU benefited from sales to the Federal market of our desktop software solution, Click to Meet(TM), as well as from initial sales of Click to Meet for Microsoft Live Meeting. We also had record revenues from our channel partner Cisco in the fourth quarter, which included $1 million related to the Defense Information Systems Agency (DISA) contract. As previously reported, we expect to receive a total of $6 to $8 million from this important contract. Our revenues from Aethra demonstrated strong growth in the fourth quarter as well and they have become our second largest customer. "We saw strong growth in our 3G revenues in the fourth quarter, with a total of six new deals with Service Providers in the Asia Pacific and EMEA regions, mainly for new 3G video applications they are developing such as video mail to offer to consumers. One of those will use Click to Meet for a commercial service based on 3G. "Our TBU achieved better than expected performance in the fourth quarter reflecting very strong growth in royalties and increased maintenance fee revenues. Revenues from licenses improved from the third quarter and rose 15% year over year. We continued to see strong demand for our SIP and SIP server toolkits as well as for our 3G-324M toolkits and testing tools. We also moved forward in supporting the IP Multimedia Subsystem (IMS), which is a new architecture supporting multimedia services for 3G and cable networks, to build upon the technology leadership of our TBU. Mr. Raviv concluded: "Our strong performance in the fourth quarter led to a record year for RADVISION. We expect to achieve further growth in 2006 as video conferencing continues to expand beyond the meeting room and reaches the applications we touch every day." Guidance The following statements are forward-looking, and actual results may differ materially. The Company expects revenues for the first quarter 2006 to be approximately $20.0 million and net income to approximate $2.1 million or $0.09 per diluted share. This includes stock-based compensation expense related to the adoption of FAS123(R) of $1.2 million or $0.05 per diluted share and tax expense of $300,000 or $0.01 per diluted share. Before these items, first quarter 2006 net income is expected to be $3.6 million or $0.15 per diluted share. This compares to first quarter 2005 revenues of $16.3 million and net income of $2.4 million or $0.11 per diluted share. (Full details are available on the Company's web site at www.radvision.com.) Fourth Quarter 2005 Earnings Conference Call/Webcast RADVISION will hold a conference call to discuss its fourth quarter 2005 results and first quarter 2006 outlook, today, Wednesday, February 8, 2006 at 9:00 a.m. (Eastern). To access the conference call, please dial 1-888-455-9744 (International dialers can call +1-210-234-0002) by 8:45 a.m. The passcode "RADVISION" will be required to access the live conference call. A live webcast of the conference call also will be available in the Investor Relations section of the company's website at www.radvision.com and archived on the site until the next quarter. Simply point to Corporate Information and click on Investors. A PowerPoint presentation highlighting key financial metrics as well as the first quarter 2006 estimate also will be available in the Investor Relations section of the company's website. The presentation will be available beginning at 8:00 a.m. (Eastern) on February 8th and will be archived on the website until the end of the first quarter. A replay of the call will be available beginning approximately one hour after the conclusion of the call through 11:00 p.m. (Eastern) on February 16th. To access the replay, please dial 1-800-568-4204 (International dialers can call +1-203-369-3290). About RADVISION RADVISION Ltd. (Nasdaq: RVSN - News) is the industry's leading provider of high quality, scalable and easy-to-use products and technologies for videoconferencing, video telephony, and the development of converged voice, video and data over IP and 3G networks. For more information, please visit our website at www.radvision.com. This press release contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in demand for products, the timing and amount or cancellation of orders and other risks detailed from time to time in RADVISION's filings with the Securities Exchange Commission, including RADVISION's Form 20-F Annual Report. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement. RADVISION LTD. Consolidated Statements of Income (U.S. Dollars in thousands, except per share data) Three months ended Twelve months ended December 31, December 31, 2005 2004 2005 2004 ----------- ----------- ----------- ----------- Audited ----------- Revenues $21,170 $17,562 $74,012 $64,236 Cost of revenues 3,830 3,390*) 13,110 13,880*) ----------- ----------- ----------- ---------- Gross profit 17,340 14,172 60,902 50,356 ----------- ----------- ----------- ---------- Operating costs and expenses: Research and development 5,230 4,539 20,110 17,484 Marketing and selling 6,660 6,148*) 24,588 23,848*) General and administrative 1,201 1,237 4,677 4,900 ----------- ----------- ----------- ---------- Total operating costs and expenses 13,091 11,924 49,375 46,232 ----------- ----------- ----------- ---------- Operating income 4,249 2,248 11,527 4,124 Financial income, net 948 516 3,051 1,860 ----------- ----------- ----------- ---------- Income before taxes 5,197 2,764 14,578 5,984 Taxes on income, net 153 - 112 - ----------- ----------- ----------- ---------- Net income $5,350 $2,764 $14,690 $5,984 =========== =========== =========== ========== Basic net earnings per Ordinary share $0.25 $0.14 $0.70 $0.30 =========== =========== =========== ========== Weighted average number of shares outstanding during the period - basic 21,557,589 20,239,435 21,121,908 19,822,061 =========== =========== ========== =========== Diluted net earnings per Ordinary share $0.24 $0.13 $0.66 $0.28 =========== =========== =========== ========== Weighted average number of shares outstanding during the period - diluted 22,740,403 21,521,337 22,214,949 21,399,324 =========== =========== ========== =========== *) Reclassified from Marketing and selling expenses to Cost of revenues: $203 and $772 for the three and twelve months periods ended December 31, 2004, respectively. RADVISION LTD. Consolidated Balance Sheets (U.S. Dollars in thousands) December December 31, 31, 2005 2004 -------- --------- (Audited) --------- Assets Cash and cash equivalents (** see below) $32,927 $20,206 Short-term securities and bank deposits (** see below) 63,518 51,411 Trade receivables, net 12,257 10,063 Other receivables 4,318 3,900 Inventories 2,593 1,220 -------- --------- Total current assets 115,613 86,800 -------- --------- Severance pay fund 2,931 2,733 Long-term securities and bank deposits (** see below) 28,506 38,749 -------- --------- Total long-term assets 31,437 41,482 -------- --------- Property and Equipment Cost 16,554 14,584 Less accumulated depreciation 13,364 11,937 -------- --------- 3,190 2,647 -------- --------- Other assets, net 6,508 953 -------- --------- Total Assets 156,748 131,882 ======== ========= Liabilities and Shareholders' Equity Trade payable 1,783 1,939 Other payables and accrued expenses 20,655 19,466 -------- --------- Current liabilities 22,438 21,405 -------- --------- Accrued severance pay 3,643 3,701 -------- --------- Total liabilities 26,081 25,106 -------- --------- Shareholders' Equity Share capital 218 196 Additional paid in capital 116,446 107,267 Retained earnings (accumulated deficit) 14,003 (687) -------- --------- Total shareholders' equity 130,667 106,776 -------- --------- Total Liabilities and Shareholders' Equity 156,748 131,882 ======== ========= (**) Total cash and liquid investments 124,951 110,366 ======== ========= Contact: RADVISION Investor Relations: Tsipi Kagan, 201-689-6340 cfo@radvision.com or Comm-Partners LLC June Filingeri, 203-972-0186 junefil@optonline.net SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RADVISION LTD. (Registrant) By /s/Arnold Taragin ----------------- Arnold Taragin Corporate Vice President and General Counsel Date: February 8, 2006