UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
RADVISION LTD.
--------------
Name of Issuer)
Ordinary shares, par value NIS .1 per share
-------------------------------------------
(Title of Class of Securities)
M81869105
---------
(CUSIP Number)
December 31, 2005
-----------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on the following page(s)
Page 1 of 9 Pages
Page 2 of 11 Pages
1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SARANAC CAPITAL MANAGEMENT LP
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of
Shares 1,444,299
Beneficially
Owned By 6 Shared Voting Power
Each
Reporting 0
Person
With 7 Sole Dispositive Power
1,444,299
8 Shared Dispositive Power
0
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,444,299
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.83%
12 Type of Reporting Person (See Instructions)
PN; IA
Page 3 of 11 Pages
1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SARANAC CAPITAL MANAGEMENT GP LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of
Shares 1,444,299
Beneficially
Owned By 6 Shared Voting Power
Each
Reporting 0
Person
With 7 Sole Dispositive Power
1,444,299
8 Shared Dispositive Power
0
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,444,299
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.83%
12 Type of Reporting Person (See Instructions)
OO; HC
Page 4 of 11 Pages
1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ROSS MARGOLIES
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of
Shares 1,464,311
Beneficially
Owned By 6 Shared Voting Power
Each
Reporting 0
Person
With 7 Sole Dispositive Power
1,464,311
8 Shared Dispositive Power
0
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,464,311
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
6.93%
12 Type of Reporting Person (See Instructions)
IN; HC
Page 5 of 11 Pages
Item 1(a) Name of Issuer:
Radvision Ltd. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
24 Raoul Wallenberg Street, Tel Aviv 69719, Israel
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Saranac Capital Management LP, a Delaware limited
partnership ("Saranac Capital"),
(ii) Saranac Capital Management GP LLC, a Delaware limited
liability company ("Saranac Management GP"), and
(iii) Ross Margolies ("Mr. Ross Margolies").
This statement relates to Shares (as defined herein) held for
the accounts of Saranac Capital and for the accounts of Mr. Ross Margolies and
members of his immediate family.
Saranac Management GP is the general partner of Saranac
Capital and, in such capacity may be deemed to have investment discretion over
and be the beneficial owner of securities held for the account of Saranac
Capital. In his capacity as the managing member of Saranac Management GP, Mr.
Ross Margolies may be deemed to have investment discretion over, and may be the
beneficial owner of securities held for the account of Saranac Capital.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address and principal business office of each of the
Reporting Persons is 31 West 52nd Street, New York, NY 10019.
Item 2(c) Citizenship:
(i) Saranac Capital is a Delaware limited partnership;
(ii) Saranac Management GP is a Delaware limited liability
company; and
(iii) Mr. Ross Margolies is a United States citizen.
Item 2(d) Title of Class of Securities:
Ordinary Shares, par value NIS .1 per share (the "Shares").
Item 2(e) CUSIP Number:
M81869105
Page 6 of 11 Pages
Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15
U.S.C. 78c);
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under Section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [X] Investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] Employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F);
(g) [X] Parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] Savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] Church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with
ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 2005, each of Saranac Capital and Saranac
Management GP may be deemed to be the beneficial owner of 1,444,299 Shares held
for the account of Saranac Capital. Mr. Ross Margolies may be deemed to be the
beneficial owner of 1,464,311 Shares, including 1,444,299 Shares held for the
account of Saranac Capital and 20,012 Shares held for members of his immediate
family.
Item 4(b) Percent of Class:
The number of Shares of which each of Saranac Capital and
Saranac Management GP may be deemed to be the beneficial owners constitutes
approximately 6.83% of the total number of Shares outstanding (based upon
21,131,000 Shares outstanding). The number of Shares which Mr. Ross Margolies
may be deemed to beneficially own constitutes approximately 6.93%of the total
number of Shares outstanding.
Page 7 of 11 Pages
Item 4(c) Number of shares as to which the person has:
Saranac Capital
---------------
(i) Sole power to vote or to direct the vote: 1,444,299
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,444,299
(iv) Shared power to dispose or to direct the disposition of: 0
Saranac Management GP
---------------------
(i) Sole power to vote or to direct the vote: 1,444,299
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,444,299
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Ross Margolies
------------------
(i) Sole power to vote or to direct the vote: 1,464,311
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,464,311
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The limited partners of Saranac Capital have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities held for the account of Saranac Capital in accordance with their
respective ownership interests in Saranac Capital.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Page 8 of 11 Pages
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 9 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: February 13, 2006 SARANAC CAPITAL MANAGEMENT LP
By: Saranac Capital Management GP, LLC
Its General Partner
By: /s/ Ross Margolies
--------------------------
Name: Ross Margolies
Title: Managing Member
Date: February 13, 2006 SARANAC CAPITAL MANAGEMENT GP, LLC
By: /s/ Ross Margolies
-----------------------------------
Name: Ross Margolies
Title: Managing Member
Date: February 13, 2006 ROSS MARGOLIES
/s/ Ross Margolies
--------------------------------------------
Page 10 of 11 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement, dated as of February 13, 2006, by and
among the Reporting Persons.................................. 11
Page 11 of 11 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G/A with
respect to the Ordinary Shares, par value NIS .1 per share, of Radvision Ltd.,
dated as of February 13, 2006, is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934.
Date: February 13, 2006 SARANAC CAPITAL MANAGEMENT LP
By: Saranac Capital Management GP, LLC
Its General Partner
By: /s/ Ross Margolies
--------------------------
Name: Ross Margolies
Title: Managing Member
Date: February 13, 2006 SARANAC CAPITAL MANAGEMENT GP, LLC
By: /s/ Ross Margolies
-----------------------------------
Name: Ross Margolies
Title: Managing Member
Date: February 13, 2006 ROSS MARGOLIES
/s/ Ross Margolies
--------------------------------------------