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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
F O R M 6-K
Pursuant to Section 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of November 2000
RADVISION LTD.
(Name of Registrant)
24 Raoul Wallenberg St., 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 whether the registrant by furnishing the information
contained in this Form 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
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<PAGE>
RADVISION LTD.
6-K Items
1. RADVision Ltd. Annual Report 1999.
2. RADVision Ltd. Notice of and Proxy Statement for Annual General Meeting of
Shareholders to be held December 21, 2000.
3. RADVision Ltd. Proxy Card.
<PAGE>
ITEM 1
<PAGE>
RADVISION
THE V2oIP(TM)
EXPERTS
Annual Report 1999
At the Center of the IP Communications Revolution
<PAGE>
RADVISION LTD.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Report of Independent Public Accountants................................... F-2
Consolidated Balance Sheets as of December 31, 1998 and 1999............... F-3
Consolidated Statements of Operations for the years ended
December 31, 1997, 1998 and 1999......................................... F-4
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 1997, 1998 and 1999 ..................... F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1998 and 1999......................................... F-6
Notes to the Consolidated Financial Statements............................. F-7
1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and the Shareholders of
RADVision Ltd.
We have audited the accompanying consolidated balance sheets of RADVision
Ltd. (an Israeli corporation) as of December 31, 1998 and 1999, and the related
consolidated statements of operations, changes in shareholders' equity and cash
flows for the years ended December 31, 1997, 1998 and 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company as of December 31, 1998 and 1999, and the results of operations,
changes in shareholders' equity and cash flows for the years ended December 31,
1997, 1998 and 1999, in conformity with accounting principles generally accepted
in the United States.
Luboshitz Kasierer
Member Firm of Arthur Andersen
Tel Aviv, Israel
March 7, 2000
2
<PAGE>
RADVISION LTD.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, 1999
December 31, Pro Forma
------------------------- Shareholders' Equity
Note 1998 1999 Note 2
-------- ----------- ----------- ---------------------
<S> <C> <C> <C> <C>
Current assets
Cash and cash equivalents................................. (3) $ 3,304,738 $ 2,604,735
Trade receivables, net of allowance for doubtful
accounts................................................ (4) 2,567,346 3,214,462
Other receivables and prepaid expenses.................... (4) 886,951 1,516,576
Inventories............................................... (5) 872,632 2,433,422
----------- -----------
Total current assets.................................... 7,631,667 9,769,195
----------- -----------
Property and equipment, net of accumulated depreciation..... (6) 1,444,534 3,021,015
----------- -----------
Deposit with insurance companies............................ 295,001 470,361
----------- -----------
Total assets............................................ $ 9,371,202 $13,260,571
=========== ===========
Current liabilities
Current maturities of long-term loans..................... $ 74,602 $ 63,901
Trade payables............................................ 634,083 2,557,978
Other payables and accrued expenses....................... (7) 2,604,836 6,333,376
----------- -----------
Total current liabilities............................... 3,313,521 8,955,255
----------- -----------
Long-term liabilities
Bank loans................................................ (8) 130,146 67,383
Accrued severance pay..................................... (9) 477,836 756,812
----------- -----------
607,982 824,195
----------- -----------
Total liabilities......................................... 3,921,503 9,779,450
----------- -----------
Commitments and contingencies (10)
Shareholders' equity (11)
Preferred shares of NIS 0.1 par value:
Authorized 5,275,000 shares; issued and outstanding
2,957,165 shares as of December 31, 1998 and 1999; issued
and outstanding pro forma as of December 31, 1999 - none. 3,825 3,825
Ordinary shares of NIS 0.1 par value:
Authorized - 12,332,317 shares as of December 31, 1998
and 1999; issued and outstanding - 10,528,056 and
10,627,859 shares as of December 31, 1998 and 1999;
authorized pro forma - 24,984,470 shares; issued and
outstanding pro forma - 13,585,024 shares as of
December 31, 1999....................................... 16,641 16,820 $ 20,645
Additional paid-in capital.................................. 12,088,150 13,788,618 13,788,618
Deferred compensation....................................... (78,378) (1,051,549) (1,051,549)
Accumulated deficit......................................... (6,580,539) (9,276,593) (9,276,593)
----------- ----------- -----------
Total shareholders' equity.............................. 5,449,699 3,481,121 $ 3,481,121
----------- ----------- -----------
Total liabilities and shareholders' equity.............. $ 9,371,202 $13,260,571
=========== ===========
</TABLE>
The accompanying notes form an integral part of these consolidated
financial statements.
3
<PAGE>
RADVISION LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the year ended
December 31,
----------------------------------------
Note 1997 1998 1999
-------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Revenues........................................ (12) $ 4,899,211 $ 8,894,414 $17,549,903
Cost of revenues................................ 1,210,650 1,412,147 2,853,393
------------ ----------- -----------
Gross profit.................................... 3,688,561 7,482,267 14,696,510
------------ ----------- -----------
Operating expenses
Research and development expenses............. 2,763,786 4,378,829 7,666,583
Less-participation by the Chief Scientist of
the Government of Israel.................... (10) 890,326 1,139,749 1,096,722
------------ ----------- -----------
Research and development expenses, net........ 1,873,460 3,239,080 6,569,861
Marketing and selling expenses, net........... (13) 2,383,704 4,425,231 9,501,682
General and administrative expenses........... 493,593 669,578 1,426,154
------------ ----------- -----------
Total operating expenses.................... 4,750,757 8,333,889 17,497,697
------------ ----------- -----------
Operating loss.................................. (1,062,196) (851,622) (2,801,187)
Financing income, net........................... 6,001 22,447 105,133
------------ ----------- -----------
Net loss........................................ $ (1,056,195) $ (829,175) $(2,696,054)
============ =========== ===========
Basic and diluted net loss per ordinary share... $ (0.10) $ (0.08) $ (0.26)
============ =========== ===========
Weighted average number of ordinary shares
outstanding--basic and diluted................ 10,233,711 10,491,764 10,538,395
============ =========== ===========
Pro forma basic and diluted net loss per
ordinary share (unaudited).................... (2) $ (0.20)
===========
Weighted average number of ordinary shares
outstanding--pro forma basic and diluted
(unaudited)................................... (2) 13,495,560
===========
</TABLE>
The accompanying notes form an integral part of these consolidated
financial statements.
4
<PAGE>
RADVISION LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Preferred shares Ordinary shares
-------------------- --------------------- Additional Deferred Accumulated
Shares Amount Shares Amount paid-in capital compensation deficit
--------- -------- ---------- -------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance as of
January 1, 1997........ -- $ -- 10,065,333 $15,893 $ 6,132,408 $ -- $(4,695,169)
Ordinary shares issued... -- -- 373,048 589 888,763 (1) -- --
Deferred compensation.... -- -- -- -- 159,084 (159,084) --
Amortization of deferred
compensation........... -- -- -- -- -- 76,591 --
Net loss................. -- -- -- -- -- -- (1,056,195)
--------- ------ ---------- ------- ----------- ----------- -----------
Balance as of
December 31, 1997...... -- -- 10,438,381 16,482 7,180,255 (82,493) (5,751,364)
Ordinary shares issued... -- -- 89,675 159 -- -- --
Preferred shares
issued................. 2,957,165 3,825 -- -- 4,795,895 (2) -- --
Deferred compensation.... -- -- -- -- 112,000 (112,000) --
Amortization of deferred
compensation........... -- -- -- -- -- 116,115 --
Net loss................. -- -- -- -- -- -- (829,175)
--------- ------ ---------- ------- ----------- ----------- -----------
Balance as of
December 31, 1998...... 2,957,165 3,825 10,528,056 16,641 12,088,150 (78,378) (6,580,539)
Ordinary shares issued... -- -- 158,250 179 249,821 -- --
Deferred compensation.... -- -- -- -- 1,466,647 (1,466,647) --
Amortization of deferred
compensation........... -- -- -- -- (16,000) 493,476 --
Net loss................. -- -- -- -- -- -- (2,696,054)
--------- ------ ---------- ------- ----------- ----------- -----------
Balance as of
December 31, 1999...... 2,957,165 $3,825 10,686,306 $16,820 $13,788,618 $(1,051,549) $(9,276,593)
========= ====== ========== ======= =========== =========== ===========
</TABLE>
Total
-----------
Balance as of
January 1, 1997........ $ 1,453,132
Ordinary shares issued... 889,352
Deferred compensation.... --
Amortization of deferred
compensation........... 76,591
Net loss................. (1,056,195)
-----------
Balance as of
December 31, 1997...... 1,362,880
Ordinary shares issued... 159
Preferred shares
issued................. 4,799,720
Deferred compensation.... --
Amortization of deferred
compensation........... 116,115
Net loss................. (829,175)
-----------
Balance as of
December 31, 1998...... 5,449,699
Ordinary shares issued... 250,000
Deferred compensation.... --
Amortization of deferred
compensation........... 477,476
Net loss................. (2,696,054)
-----------
Balance as of
December 31, 1999...... $ 3,481,121
===========
------------------------------
(1) Net of issuance expenses of approximately $9,000.
(2) Net of issuance expenses of approximately $85,000.
The accompanying notes form an integral part of these consolidated
financial statements.
5
<PAGE>
RADVISION LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the year ended
December 31,
------------------------------------------
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................. $(1,056,195) $ (829,175) $(2,696,054)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Income and expenses not affecting operating cash
flows:
Depreciation........................................ 204,357 360,331 718,444
Severance pay....................................... 31,741 39,051 103,616
Amortization of deferred compensation............... 76,591 116,115 477,476
Other............................................... 1,511 17,159 19,308
Changes in operating assets and liabilities:
Increase in trade receivables....................... (1,391,255) (724,060) (647,116)
Increase in other receivables and prepaid
expenses.......................................... (32,324) (625,820) (429,625)
Decrease (increase) in inventories.................. 101,043 (447,200) (1,560,790)
Increase in trade payables.......................... 42,826 282,924 1,923,895
Increase in other payables and accrued expenses..... 1,051,813 963,589 3,528,540
----------- ----------- -----------
Net cash provided by (used in) operating
activities.................................... (969,892) (847,086) 1,437,694
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment........................ (460,193) (1,102,164) (2,388,490)
Proceeds from sale of property and equipment.............. 32,097 19,285 74,257
----------- ----------- -----------
Net cash used in investing activities........... (428,096) (1,082,879) (2,314,233)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of share capital................................. 889,352 4,799,879 250,000
Decrease in short-term credit............................. (524,716) (54,055) (10,701)
Long-term loans received.................................. 452,080 100,000 --
Repayment of long-term loans.............................. (333,336) (45,734) (62,763)
----------- ----------- -----------
Net cash provided by financing activities....... 483,380 4,800,090 176,536
----------- ----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............ (914,608) 2,870,125 (700,003)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 1,349,221 434,613 3,304,738
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 434,613 $ 3,304,738 $ 2,604,735
=========== =========== ===========
CASH PAID DURING THE PERIOD IN RESPECT OF INTEREST.......... $ 29,387 $ 22,715 $ 15,839
NON-CASH ACTIVITY........................................... -- -- $ 200,000
=========== =========== ===========
</TABLE>
The accompanying notes form an integral part of these consolidated
financial statements.
6
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1--General
RADVision Ltd., referred to in these consolidated financial statements as
the Company, an Israeli corporation, designs, develops and supplies products and
technology that enable real-time voice, video and data communications over
packet networks, including the Internet and other networks based on the Internet
protocol.
The consolidated financial statements include the financial statements of
the Company and its wholly-owned subsidiaries, RADVision Inc., in the United
States and RADVision B.V. in the Netherlands. The subsidiaries are primarily
engaged in the sale and marketing of the Company's products and technology.
The financial statements of the Company have been prepared in U.S. dollars,
as the currency of the primary economic environment in which the operations of
the Company are conducted is the U.S. dollar. All of the Company's sales are in
U.S. dollars or are dollar-linked. Most purchases of materials and components
and most marketing costs are denominated in U.S. dollars. Therefore, the
functional currency of the Company is the U.S. dollar.
Transactions and balances originally denominated in U.S. dollars are
presented at their original amounts. Transactions and balances in other
currencies are translated into U.S. dollars in accordance with the principles
set forth in Statement No. 52 of the Financial Accounting Standards Board of the
United States. Items have been translated as follows:
-- Monetary items--at the exchange rate in effect on balance sheet date.
-- Non monetary items--at historical exchange rates.
-- Revenue and expense items--at the exchange rates in effect as of date
of recognition of those items, excluding depreciation and other items
deriving from non-monetary items.
All exchange gains and losses from the translation mentioned above, which
are immaterial for all periods presented, are reflected in the statement of
operations. The representative rate of exchange at December 31, 1999 was
U.S.$1.00 = NIS 4.153; and at December 31, 1998 and 1997 was U.S.$1.00 = NIS
4.16 and NIS 3.536.
Note 2--Significant Accounting Policies
The financial statements are prepared according to generally accepted
accounting principles in the United States. The significant accounting policies
followed in the preparation of the financial statements, applied on a consistent
basis, are as follows:
A. Principles of Consolidation
The financial statements include the accounts of the Company and its
wholly-owned subsidiaries in the United States and Netherlands. Material
intercompany balances and transactions have been eliminated.
B. Cash and Cash Equivalents
All highly liquid investments with an original maturity of three months or
less are considered cash equivalents.
7
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2--Significant Accounting Policies (Continued)
C. Allowance for Doubtful Accounts
Allowance for doubtful accounts is computed for specific debts the
collectibility of which is doubtful based upon the Company's experience.
D. Inventories
Inventories are valued at the lower of cost or market. Cost is determined
on the moving average basis.
E. Property and Equipment
Property and equipment are stated at cost. Depreciation is computed by the
straight-line method over the estimated useful life of the assets, ranging from
3 to 15 years.
F. Revenue Recognition
Revenues from sales of products and technology are recognized in accordance
with Statement of Position (SOP) 97-2, as amended by SOP 98-4, upon delivery,
when collection is probable, the vendor's fee is fixed or determinable and
persuasive evidence of an arrangement exists. Provided that all other elements
of SOP 97-2 are met, revenues are recognized upon delivery, whether the customer
is a distributor or the final end user. Revenues for maintenance and support
services are deferred and recognized ratably over the service period.
In accordance with SOP 97-2, revenues for multi-element arrangements, that
is, sales of products or technology in conjunction with post-contract customer
support services, are segregated. Revenues allocated to the delivered elements
are recognized upon delivery, provided that the other elements of SOP 97-2 are
satisified. Revenues allocated to the undelivered elements (post-contract
customer support services) are deferred and recognized ratably over the service
period. The portion of the fee for multi-element arrangements allocated to the
undelivered elements (post-contract customer support services) is based on
vendor-specific object evidence determined, in the case of post-contract
customer support services, based on the annual renewal rate for such services
actually charged to customers for years subsequent to the first year following
sale. The remaining portion of the fee is allocated to the delivered elements
based on the residual value method.
G. Research and Development Costs
Research and development costs, net of participations by the Government of
Israel through the Ministry of Industry and Trade, Office of the Chief
Scientist, are charged to operations as incurred. Software development costs are
considered for capitalization when technological feasibility is established
according to Statement of Financial Accounting Standards No. 86, "Accounting for
the Costs of Computer Software to be Sold, Leased or Otherwise Marketed." Costs
incurred after achievement of technological feasibility in the process of
software production have not been material. Therefore, the Company has not
capitalized any of its research and development expenses and does not anticipate
that its development process will differ materially in the future.
8
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2--Significant Accounting Policies (Continued)
H. Income Taxes
The Company accounts for income taxes under the liability method of
accounting. Under the liability method, deferred taxes are determined based on
the differences between the financial statement and tax bases of assets and
liabilities at enacted tax rates in effect in the year in which the differences
are expected to reverse. Valuation allowances are established, when necessary,
to reduce deferred tax assets to amounts expected to be realized.
I. Fair Value of Financial Instruments
Unless otherwise noted, the carrying amount of financial instruments
approximates fair value.
J. Provision for Warranty Costs
The Company warrants its products for a twelve-month period. Provisions for
warranty costs are based on the Company's past experience.
K. Basic and Diluted Net Loss Per Share
Basic and diluted net loss per share are presented according to SFAS No.
128, "Earnings per share", for all periods presented.
Basic and diluted net loss per share have been computed using the
weighted-average number of ordinary shares outstanding during the period. Basic
and diluted pro forma net loss per share, as presented in the statements of
operations, have been computed using the weighted average number of ordinary
shares outstanding during the period and also give effect to the automatic
conversion of the preferred shares into ordinary shares upon the closing of an
initial public offering, using the as-if converted method from original date of
issuance.
All preferred shares and outstanding share options have been excluded from
the calculation of diluted net loss per share because all these securities are
antidilutive for all periods presented. The total number of shares related to
the outstanding options excluded from the calculations of diluted net loss per
share were 649,880, 1,430,580 and 2,667,251 for the years ended December 31,
1997, 1998 and 1999.
L. Pro Forma Shareholders' Equity
Upon the closing of an initial public offering, all of the preferred shares
outstanding will automatically be converted into an identical number of ordinary
shares. Pro forma shareholders' equity at December 31, 1999, as adjusted for the
assumed conversion of the preferred shares outstanding at December 31, 1999, is
disclosed in the balance sheet. Pro forma share and per share data is adjusted
to reflect the conversion and the share split and share dividend effected after
December 31, 1999. See note 17.
M. Share-based Compensation
The Company has adopted the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," and the accounting rules in
Accounting Principles Board Opinion No. 25, "Accounting
9
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2--Significant Accounting Policies (Continued)
for Stock Issued to Employees." The Company has provided the necessary pro forma
disclosures as if the fair value method had been applied. See note 11(B).
N. Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
O. Recently Issued Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
established accounting and reporting standards requiring that every derivative
instrument be recorded on the balance sheet at its fair value. SFAS No. 133
requires that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special accounting
for qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the statement of operations. SFAS No. 133 is
effective for fiscal years beginning after June 15, 2000. The Company believes
that the adoption of SFAS No. 133 will not have a material effect on its
financial statements.
Note 3--Cash and Cash Equivalents
December 31,
-----------------------
1998 1999
---------- ----------
Cash in banks, primarily in U.S. dollars............. $ 955,053 $1,828,335
Bank deposits in U.S. dollars, bearing annual
interest rate of 4.3%.............................. 1,350,000 615,875
Bank deposits in NIS, bearing annual interest rate of
10.3%.............................................. 999,685 160,525
---------- ----------
$3,304,738 $2,604,735
========== ==========
The interest rates are as of December 31, 1999.
Note 4--Trade Receivables, Net
A. Trade receivables are presented net of allowance for doubtful accounts
in the amount of $72,539 and $224,705 as of December 31, 1998 and 1999. The
Company generally provides customers with a thirty day post-sale acceptance
period, during which customers can return products for a full refund.
Historically, returns during this period have been negligible.
B. Other receivables and prepaid expenses include grants receivable from
the Government of Israel in the amount of $442,681 and $864,444 as of December
31, 1998 and 1999.
10
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 5--Inventories
December 31,
---------------------
1998 1999
-------- ----------
Materials and components.............................. $393,206 $1,037,633
Work in process....................................... 136,772 634,969
Finished products..................................... 342,654 760,820
-------- ----------
$872,632 $2,433,422
======== ==========
Note 6--Property and Equipment
December 31,
-----------------------
1998 1999
---------- ----------
COST
Research and development equipment.................. $ 751,565 $1,370,345
Motor vehicles...................................... 513,200 1,039,715
Manufacturing equipment............................. 114,366 236,208
Office furniture and equipment and leasehold
improvements...................................... 811,833 1,753,264
---------- ----------
2,190,964 4,399,532
---------- ----------
ACCUMULATED DEPRECIATION
Research and development equipment.................. 378,017 669,773
Motor vehicles...................................... 105,704 148,674
Manufacturing equipment............................. 62,396 109,383
Office furniture and equipment and leasehold
improvements...................................... 200,313 450,687
---------- ----------
746,430 1,378,517
---------- ----------
NET BOOK VALUE........................................ $1,444,534 $3,021,015
========== ==========
For the years ended December 31, 1997, 1998 and 1999, depreciation expense
was $204,357, $360,331 and $718,444.
The Company's property and equipment are primarily located in Israel.
11
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7--Others Payables and Accrued Expenses
December 31,
-----------------------
1998 1999
---------- ----------
Deferred income........................... $1,521,763 $2,930,587
Employees and employee institutions(1).... 705,973 1,493,704
Accrued royalties......................... 289,000 476,000
Tax withholding payable................... -- 403,000
Offering expenses payable................. -- 200,000
Accrued expenses.......................... 88,100 830,085
---------- ----------
$2,604,836 $6,333,376
========== ==========
------------------------
(1) Employees and employee institutions include salaries, bonuses and employee
institutions payable. The employee institutions include amounts deducted
from employees payroll for December 1998 and 1999, respectively, for
educational funds and insurance policies funds. For the years ended December
31, 1997, 1998 and 1999, educational funds expenses were $72,205, $122,239
and $232,996 and insurance policies funds expenses were $136,060, $208,195
and $409,598.
Note 8--Long-term Bank Loans
December 31,
-------------------
1998 1999
-------- --------
Loans linked to the U.S. dollar......................... $204,748 $131,284
Less--current maturities................................ 74,602 63,901
-------- --------
$130,146 $ 67,383
======== ========
The loans bear interest at an annual rate of the London interbank offered
rate plus 1%, which was 5.5% at December 31, 1999, and mature in equal quarterly
installments through 2002.
Note 9--Accrued Severance Pay
Under Israeli law and labor agreements, the Company is required to make
severance payments to its dismissed employees and employees leaving its
employment in other circumstances. The Company's severance pay liability to its
employees, which is calculated on the basis of the salary of each employee for
the last month of the reported period multiplied by the years of the employee's
employment, is reflected in the Company's balance sheet on the accrual basis,
and is partially funded by purchase of insurance policies in the name of the
Company. The severance pay expense for the years ended December 31, 1997, 1998
and 1999 amounted to $113,579, $134,248 and $365,076.
Note 10--Commitments and Contingencies
A. In connection with its research and development, the Company received
and accrued participation payments from the Office of the Chief
Scientist of the Ministry of Industry and Trade in Israel in the total
amount of approximately $4.5 million. In return for the Government of
Israel's participation, the Company is committed to pay royalties at a
rate of 3% - 5% of sales of the developed product, up to 100% - 150%
of the amount of grants
12
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 10--Commitments and Contingencies (Continued)
received, or for grants received under programs approved after January
1, 1999, 100% plus interest at the London interbank offered rate. The
Company's total commitment for royalties payable with respect to
future sales, based on Government of Israel participations received or
accrued, net of royalties paid or accrued, totaled approximately $3.7
million as of December 31, 1999. In the event that the development
program does not result in the sale of products, the Company is not
obligated to repay any grants. However, if the Company fails to comply
with any of the conditions imposed by the Chief Scientist, it could be
required to refund any payments previously received, together with
interest and penalties.
B. In connection with its marketing activities, the Company received and
accrued participation payments from the Government of Israel--Fund for
the Encouragement of Marketing Activities, in the total amount of
approximately $686,000. In return for the participation payments, the
Company is committed to pay royalties at a rate of 3% of the Company's
total increase in export sales, from the end of the second year of
implementation of the marketing plan until the date at which the
participation has been fully repaid. The Company's total commitment
for royalties payable with respect to future sales, based on
Government of Israel participations received or accrued, net of
royalties paid or accrued, totaled approximately $199,000 as of
December 31, 1999.
C. In connection with its research and development, the Company received
and accrued participation payments from the Israel U.S. Binational
Industrial Research and Development Foundation (BIRDF), in the total
amount of approximately $188,000. In return for the participation, the
Company is committed to pay royalties at a rate of 2.5% of proceeds
from the first year's sales and 5% of the proceeds from the succeeding
years' sales, up to the amount of the grant. Once the amount of the
grant has been repaid, royalties will be payable at the rate of 2.5%
of proceeds, until additional royalties equal to one half of the grant
amount have been repaid. The Company's total commitment for royalties
payable with respect to future sales, based on Government
participations received or accrued, net of royalties paid or accrued,
totaled approximately $276,000 as of December 31, 1999.
D. The Company and its U.S. subsidiary operate from leased premises in
Tel Aviv, Israel and in Mahwah, New Jersey and Sunnyvale, California.
Lease agreements expire in December 1999 through May 2002 (some with
renewal options). Annual minimum future rental payments due under the
above agreements, at the exchange rate in effect on December 31, 1999,
are approximately as follows:
2000.............................................. $510,877
2001.............................................. 129,910
2002.............................................. 74,514
--------
$715,301
========
E. The Company is committed to pay royalties to third parties for the
integration of these third parties' technologies into the Company's
products. Royalties are payable based on the sales volume of these
products, for as long as the Company uses these technologies, without
limit on the amount of royalties payable. The rates of these royalties
are based on a fixed amount per product sold by the Company in the
range of $1.00 to $5.00 per unit sold. The agreements
13
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 10--Commitments and Contingencies (Continued)
pursuant to which the royalties are payable have no expiration date.
Annual minimum future royalty payments are approximately as follows:
2000.............................................. $ 30,000
2001.............................................. 25,000
2002.............................................. 25,000
2003.............................................. 25,000
--------
$105,000
========
F. In 1998, a third party sent correspondence to the Company's affiliate
alleging that some products manufactured by the Company infringe upon
patents held by the third party and offered to license these patents
to the Company. In subsequent correspondence, the Company's affiliate
requested that the third party specifically substantiate each
allegation of infringement before the Company's affiliate would be
prepared to enter into any licensing arrangements. The Company does
not believe that these allegations will have a material adverse effect
upon its business, financial condition or liquidity. The Company's
affiliate has recently received further correspondence from the third
party, in which the third party has, among other things, reiterated
its claims. The Company's affiliate does not believe the third party
has substantiated its claims and has communicated this belief to the
third party. The Company's affiliate has advised the Company that the
alleged infringement claims are unresolved.
Note 11--Shareholders' Equity
A. The Company's preferred shares confer the same right as the Company's
ordinary shares except that the preferred shares have preference over
the ordinary shares in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company. Each share of
preferred shares is convertible into ordinary shares at a conversion
rate of 1-to-1 at any time, at the holder's option, and automatically
upon an initial public offering of the Company. The preferred shares
have anti-dilution rights which provide that the conversion ratio
pursuant to which the preferred shares convert into ordinary shares is
to be adjusted upon any share dividend, share split or similar event
affecting the ordinary shares in order to preserve the 1-to-1
preferred shares to ordinary shares conversion rate in effect at the
time the preferred shares were issued.
B. The Company adopted a key employee share incentive plan which provides
for the grant by the Company of option awards to purchase up to an
aggregate of 3,163,523 ordinary shares to officers, employees,
directors and consultants of the Company, its subsidiaries and
affiliates. The options vest ratably over vesting periods ranging from
three to five years. The options expire 62 months from the date of
issuance. The exercise price of options under the plan is at varying
prices ranging from $0.95 to $1.74.
14
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 11--Shareholders' Equity (Continued)
Transactions related to the share incentive plan during the years
ended December 31, 1997, 1998 and 1999 and the weighted average
exercise prices per share and weighted average fair value of the
options at the date of grant are summarized as follows:
<TABLE>
<CAPTION>
Weighted
Weighted average fair
average value of
Outstanding exercise price options
options per share granted
----------- -------------- ------------
<S> <C> <C> <C>
Outstanding as of January 1, 1997......... 132,930 $1.33
Options granted........................... 516,950 1.43 $0.57
--------- -----
Outstanding as of December 31, 1997....... 649,880 1.41
Options granted........................... 791,250 1.18 $0.29
Options forfeited......................... (10,550) 1.64
--------- -----
Outstanding as of December 31, 1998....... 1,430,580 1.28
Options granted........................... 1,421,296 1.18 $1.14
Options forfeited......................... (184,625) 1.18
--------- -----
Outstanding as of December 31, 1999....... 2,667,251 $1.23
========= =====
</TABLE>
The following table summarizes information about options outstanding
and exercisable at December 31, 1999:
<TABLE>
<CAPTION>
Options outstanding Options exercisable
-------------------------------------- -------------------------
Number Weighted- Number
outstanding average Weighted- outstanding Weighted-
at remaining average at average
December 31, contractual exercise December 31, exercise
Exercise price 1999 life prices 1999 prices
-------------- ------------ ----------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C>
$0.95 - $0.98........ 860,458 4.38 $0.95 34,182 $0.96
1.18................. 1,023,350(1) 3.43 1.18 349,838 1.18
1.58 - 1.64.......... 688,493 4.01 1.59 114,573 1.63
1.74................. 94,950 2.42 1.74 44,310 1.74
--------- -------
2,667,251 542,903
========= =======
</TABLE>
------------------------
(1) Includes 63,300 options that were granted in 1998 to two consultants that
meet the definition of a common law employee for U.S. GAAP purposes because
the Company has the right to direct and control the work of each consultant,
that is, both the final results and the details of when, where and how the
work is to be done. If deferred compensation for the options granted to
these consultants had been accounted for under SFAS No. 123, deferred
compensation would have been increased by approximately $10,000.
15
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 11--Shareholders' Equity (Continued)
The amounts of deferred compensation recognized arising from the
difference between the exercise price and the fair market value on the
date of the grant of $112,000 and $1,466,647 for options granted in
the years ended December 31, 1998 and 1999 are included in
shareholders' equity and was amortized over the vesting periods of the
options according to APB 25. Under APB 25, the deferred compensation
expense for the years ended December 31, 1997, 1998 and 1999, amounted
to $76,591, $116,115 and $477,476.
If deferred compensation had been determined under the alternative
fair value accounting method provided for under SFAS Statement No.
123, "Accounting for Stock-Based Compensation," the Company's net loss
and net loss per share would have been increased to the following pro
forma amounts:
For the year ended
December 31,
--------------------------------------
1997 1998 1999
----------- --------- ------------
Net loss:
As reported......................... $(1,056,195) $(829,175) $ (2,696,054)
Pro forma........................... (1,148,999) (956,396) (2,733,876)
Net loss per share:
As reported......................... $ (0.10) $ (0.08) $ (0.26)
Pro forma........................... (0.11) (0.09) (0.26)
Under SFAS No. 123, the fair value of each option grant is estimated
on the date of grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions used for grants in 1997,
1998 and 1999:
- expected life of the options of 2.57, 2.72 and 2.84;
- no dividend yield;
- expected volatility of 0%; and
- risk-free interest rate of 5%.
C. Authorized share capital includes 12,760 deferred shares of par value
NIS 0.1 each. The deferred shares confer no rights or privileges on
their holders except for the right to receive upon dissolution or
liquidation the par value of the deferred shares.
D. In 1998, the Company issued 121,114 ordinary shares at NIS 0.1 per
share as an anti-dilution adjustment to existing shareholders that
purchased shares in a 1997 private placement. Pursuant to a resolution
adopted by the board of directors of the Company in connection with
the 1997 private placement, the shareholders who participated in the
private placement were granted anti-dilution rights. These
anti-dilution rights were triggered in 1998 when the Company issued
preferred shares at a lower price per share than the price per share
at which the shares sold in the 1997 private placement were offered.
E. Amounts due for shares issued, but not yet fully paid, as of December
31, 1999 was approximately $300,000.
F. In December 1999, the Company issued 158,250 ordinary shares to Intel
for $250,000, or $1.58 per share, which is $18.42 less than the
initial public offering price of $20.00 per share. The
16
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 11--Shareholders' Equity (Continued)
shares were issued under an agreement entered into with Intel in 1996
under which Intel agreed to invest $1.0 million in the Company through
the purchase of ordinary shares in three installments of $500,000,
$250,000 and $250,000 upon the Company's achieving specified
milestones or, in the case of the third installment, at Intel's option
before the Company's initial public offering of its ordinary shares.
G. Subsequent Events--see notes 17(C) and 17(D).
Note 12--Revenues
The Company's sales by geographic area are as follows:
For the year ended
December 31,
-------------------------------------
1997 1998 1999
---------- ---------- -----------
United States.................... $3,012,256 $4,569,477 $ 9,062,187
Europe........................... 632,278 2,248,880 4,045,882
Far East......................... 331,649 942,460 2,662,865
Israel........................... 616,804 857,552 1,310,208
Other............................ 306,224 276,045 468,761
---------- ---------- -----------
$4,899,211 $8,894,414 $17,549,903
========== ========== ===========
The Company manages its business on the basis of one reportable segment.
Note 13--Marketing and Selling Expenses, Net
<TABLE>
<CAPTION>
For the year ended
December 31,
------------------------------------
1997 1998 1999
---------- ---------- ----------
<S> <C> <C> <C>
Marketing and selling expenses........................... $2,465,071 $4,603,336 $9,699,745
Participation by the Government of Israel................ 81,367 178,105 198,063
---------- ---------- ----------
Marketing and selling expenses, net...................... $2,383,704 $4,425,231 $9,501,682
========== ========== ==========
Marketing and selling expenses include: Royalties to the
Government of Israel................................... $ 175,236 $ 366,736 $ 896,249
========== ========== ==========
</TABLE>
Note 14--Concentration of Credit Risk
For the periods ended December 31, 1998 and 1999, no single customer
accounted for more than 10% of the Company's sales and no customer represented
more than 10% of trade receivables. The Company does not generally require
collateral to support credit sales. Allowances are maintained for potential
credit losses.
17
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 15--Related Party Balances and Transactions
A. Balances with Related Parties
December 31,
-------------------
1998 1999
-------- --------
Receivables............................................. $ 72,476 $124,264
Trade payables.......................................... 88,946 305,325
B. Transactions with Related Parties
For the year ended
December 31,
---------------------------------
1997 1998 1999
-------- -------- --------
Revenues(1).................................. $285,813 $ 47,429 $166,812
Cost of revenues(3)(4)....................... 124,177 252,655 384,951
Research and development
expenses(2)(3)............................. 12,823 3,017 362,573
Marketing, selling, general and
administrative expenses(2)(3).............. 405,650 201,238 343,873
Purchase of property and
equipment(5)............................... 37,695 64,225 283,752
------------------------
(1) Includes revenues from agreements to license the Company's technology to
RADCOM Ltd. and RAD Data Communications Ltd., affiliated companies. The
agreements are based on the Company's standard form and include a licensing
fee, maintenance and support services for one year and minimum royalty
payments on sales of products which incorporate the technology.
(2) Includes legal, human resources and administrative services provided to the
Company by affiliated companies which the Company reimburses for the costs
incurred in providing these services.
(3) Includes rental fees based on lease agreements with RIT Technologies Ltd.,
RAD Data Communications Ltd., and several other affiliated companies. Under
these lease agreements, the Company leases office space of approximately
21,830 and 9,000 square feet, in Israel and in New Jersey, respectively.
The expiration dates of these lease agreements range from August 2000 to
May 2002.
(4) Includes the purchase of components from RAD Data Communications Ltd., an
affiliated company, which the Company integrates into its products.
(5) Includes property and equipment that were purchased mainly from BYNET Data
Communications Ltd., an affiliated company.
Note 16--Taxes on Income
A. The Company's investment program totaling $122,000 has been granted
Approved Enterprise status under the Law for Encouragement of Capital
Investments, 1959. In addition, the Company was granted Approved
Enterprise status for an expansion of a previous program totaling
$210,000. The Company is entitled to a benefit period of seven years
on income derived from these programs, as follows: a full income tax
exemption for the first two years
18
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 16--Taxes on Income (Continued)
and a reduced income tax rate of 25% (instead of the regular rate of
36%) for the remaining five year period. If foreign shareholdings in
the Company exceed 25%, the period for which the Company is entitled
to a reduced income tax is extended to eight years.
If the Company distributes a cash dividend out of retained earnings
which were tax exempt due to its approved enterprise status, the
Company would have to pay a 25% corporate tax on the amount
distributed, and a further 15% withholding tax would be deducted from
the amounts distributed to the recipients.
Should the Company derive income from sources other than the approved
enterprise programs during the relevant period of benefits, this
income will be taxable at the regular corporate tax rate, which is
36%.
The benefits from the Company's approved enterprise programs are
dependent upon the Company fulfilling the conditions stipulated by the
Law for Encouragement of Capital Investments, 1959, and the
regulations published under this law, as well as the criteria in the
approval for the specific investment in the Company's approved
enterprise programs. If the Company does not comply with these
conditions, the tax benefits may be canceled, and the Company may be
required to refund the amount of the canceled benefits, with the
addition of linkage differences and interest. As of the date of these
financial statements, the Company believes it has complied with these
conditions.
B. The Company is subject to the Income Tax Law (Inflationary
Adjustments), 1985, measuring income on the basis of changes in the
Israeli Consumer Price Index.
C. The Company is an Industrial Company under the Law for Encouragement
of Industry (Taxes), 1969 and is therefore entitled to tax benefits,
mainly accelerated depreciation of machinery and equipment and
deduction of expenses incurred in connection with a public offering.
D. Through December 31, 1994, the Company's losses for tax purposes were
assigned to a shareholder, and are not available to the Company.
E. As of December 31, 1999, the Company's net operating loss
carryforwards for tax purposes amounted to approximately $2.3 million.
These net operating losses may be carried forward indefinitely and
offset against future taxable income. The Company expects that during
the period in which these tax losses are utilized its income would be
substantially tax exempt. Therefore, the income tax rate of the
Company during the tax-exempt period will be zero, and there will be
no tax benefit available from these losses and no deferred income
taxes have been included in these financial statements. Deferred taxes
in respect of other temporary differences are immaterial.
F. The U.S. subsidiary's carryforward tax losses through December 31,
1999 amounted to approximately $2.2 million. These losses are
available to offset any future U.S. taxable income of the U.S.
subsidiary and will expire in the years 2010 - 2014.
19
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 16--Taxes on Income (Continued)
Details of deferred tax assets are as follows:
December 31,
---------------------
1998 1999
--------- ---------
Net operating loss carryforwards.............. $ 560,000 $ 770,000
Less--valuation allowance..................... (560,000) (770,000)
========= =========
$ -- $ --
========= =========
G. The Company has been assessed for tax purposes through the year 1995.
H. A reconciliation between the theoretical tax benefit, assuming all
income is taxed at the statutory rate applicable to the income of the
Company, and the actual tax expense as reported in the statements of
operations is as follows:
For the year ended December 31,
---------------------------------
1997 1998 1999
--------- --------- ---------
Theoretical tax benefit computed at the
statutory rate (36%)...................... $(380,230) $(298,503) $(863,264)
Loss and other items for which deferred
taxes were not provided................... 369,000 277,000 819,000
Non-deductible expenses..................... 11,230 21,503 44,264
--------- --------- ---------
Income tax benefit.......................... $ -- $ -- $ --
========= ========= =========
Note 17--Subsequent Events
A. After December 31, 1999, the Company:
- increased its authorized share capital to 25,000,000 shares;
- effected a 10-for-1 share split with respect to its ordinary shares
and deferred shares;
- converted 2,770 ordinary shares into deferred shares;
- issued 20.1 shares for each outstanding ordinary share as a share
dividend; and
- issued 52,750 ordinary shares upon exercise of outstanding options.
After the conversion of preferred shares into ordinary shares (see
note 2(L)), the increase in share capital, the share dividend and the
share split, the Company's authorized share capital consists of
24,984,470 ordinary and 15,530 deferred shares of NIS 0.1 par value
each, of which 13,637,774 ordinary shares and 15,530 deferred shares
are issued and outstanding. All references to per share amounts and
the number of shares in these financial statements have been restated
to reflect the above increase in share capital, share split and share
dividend.
B. The Board of Directors has authorized the Company to file a
registration statement with the United States Securities and Exchange
Commission for an initial public offering of its ordinary shares. Upon
the closing of the initial public offering, all outstanding preferred
shares will be converted into an identical number of ordinary shares.
20
<PAGE>
RADVISION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 17--Subsequent Events (Continued)
C. Concurrently with the initial public offering, the Company has agreed
to issue 590,822 ordinary shares at the initial public offering price
in a private placement to Siemens Aktiengesellschaft, Samsung
Electro-Mechanics Co. Ltd. and Samsung Venture Investment Corporation
for aggregate consideration of approximately $10.0 million.
D. Subsequent to December 31, 1999, the Company granted 480,159 options
to its employees. The options vest ratably over vesting periods
ranging from four to five years with exercise prices ranging from
$10.20 to $12.00. The Company expects to recognize deferred
compensation expenses related to these grants in the aggregate amount
of $218,000, which will be amortized to operating expenses over the
vesting periods.
21
<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
www.radvision.com
International Headquarters
RADVision Ltd.
24 Raul Wallenberg
Tel Aviv, Israel 69719
Tel: +972-3-645-5220
Fax: +972-3-647-6669
Video: +972-3-648-9010
[email protected]
RADVision Inc.
575 Corporate Drive
Mahwah, NJ 07430
Tel: (201)529-4300
Fax: (201)529-3516
Video: (201)529-3714
(201)529-1906
[email protected]
RADVision Asia Pacific
Suite F, 17/F China Overseas Bldg.
139 Hennessy Road
Wanchai, Hong Kong
Tel: 852 2801 4070
Fax: 852 2801 4071
[email protected]
<PAGE>
ITEM 2
<PAGE>
RADVision Ltd.
24 Raoul Wallenberg Street
Tel Aviv 69719, Israel
November 14, 2000
NOTICE OF 2000 ANNUAL GENERAL MEETING OF SHAREHOLDERS
RADVision Ltd. (the "Company") Shareholders:
We cordially invite you to the Annual General Meeting of Shareholders of
the Company. It will be held at 10:00 a.m. on Thursday, December 21, 2000, at
the offices of the Company at 24 Raoul Wallenberg Street, Tel Aviv, Israel (the
"Annual Meeting").
The purpose of the meeting is to consider and vote upon the following
matters:
1. To consider and receive the Directors' Annual Report to Shareholders
for the year ended December 31, 1999, and to receive and consider the
Company's Consolidated Financial Statements for the year ended
December 31, 1999 and the Auditor's report thereon;
2. To approve the Company's Year 2000 Employee Stock Option Plan and the
reservation of 636,477 Ordinary Shares of the Company for issuance
under such Plan and, in addition, subject to sufficiency of the
Company's authorized share capital, to approve the reservation of up
to 4% of the Company's share capital, on a fully diluted basis, in
each subsequent year following the year 2000 for issuance under such
Employee Stock Option Plan;
3. To appoint Luboshitz, Kasierer & Co. (a member firm of Arthur
Andersen) to conduct the annual audit of the Company's financial
statements for the year ending December 31, 2000 and to authorize the
Board of Directors to fix their compensation;
4. To set the number of directors of the Company at nine, and to
re-appoint the current directors as directors of the Company;
5. To appoint Prof. Liora Katzenstein as an external director and to
approve the annual remuneration and reimbursement of our external
directors in accordance with applicable regulations;
6. To approve indemnification by the Company of the external directors in
the same manner as the other directors and office holders are covered
by existing resolutions of the Company;
7. If and to the extent approved by the Company's Audit Committee, to
approve the compensation terms for Mr. Ami Amir, the Chief Executive
Officer of the Company; and
8. To transact such other business that may properly come before the
meeting.
The Board of Directors recommends that you vote in favor of all of the
proposals, which are described in the attached Proxy Statement.
You can vote by proxy either by mail or in person. If voting by mail, the
proxy must be received by our transfer agent or at our registered office at
least 48 hours prior to the meeting to be validly included in the tally of
Ordinary Shares voted at the Annual Meeting. Detailed proxy voting instructions
are provided both in the Proxy Statement and on the enclosed proxy card.
Sincerely,
/s/Yehuda Zisapel
Yehuda Zisapel, Chairman
By Order of the Board of Directors
David Seligman, Company Secretary
<PAGE>
PROXY STATEMENT
This Statement is being furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of RADVision Ltd. (the "Company"),
to be voted at the Annual General Meeting of Shareholders (the "Annual
Meeting"), to be held on Thursday, December 21, 2000. Shareholders will be asked
to vote upon the following matters: (i) to consider and receive the Directors'
Annual Report to Shareholders, for the year ended December 31, 1999, and to
receive and consider the Company's Consolidated Financial Statements for the
year ended December 31, 1999 and the Auditor's report thereon; (ii) to approve
the Company's Year 2000 Employee Stock Option Plan and the reservation of
636,477 Ordinary Shares of the Company for issuance under such Plan and, in
addition, subject to sufficiency of the Company's authorized share capital, to
approve the reservation of up to 4% of the Company's share capital, on a fully
diluted basis, in each subsequent year following the year 2000 for issuance
under such Employee Stock Option Plan; (iii) to appoint Luboshitz, Kasierer &
Co. (a member firm of Arthur Andersen) to conduct the annual audit of the
Company's financial statements for the year ending December 31, 2000 and to
authorize the Board of Directors to fix their compensation; (iv) to set the
number of directors of the Company at nine, and to re-appoint the current
directors as directors of the Company; (v) to appoint Prof. Liora Katzenstein as
an external director and to approve the annual remuneration and reimbursement of
our external directors in accordance with applicable regulations; (vi) to
approve indemnification by the Company of the external directors in the same
manner as the other directors and office holders are covered by existing
resolutions of the Company; (vii) if and to the extent approved by the Company's
Audit Committee, to approve the compensation terms of Mr. Ami Amir, the Chief
Executive Officer of the Company; and (viii) to transact such other business
that may properly come before the Annual Meeting.
The 1999 Annual Report to shareholders, including audited financial
statements of the Company is being mailed to shareholders on or about November
14, 2000.
Shares eligible to be voted and for which a proxy card is properly signed
and returned at least 48 hours prior to the beginning of the Annual Meeting will
be voted as directed. Unsigned or unreturned proxies, including those not
returned by banks, brokers or other record holders, will not be counted for
quorum or voting purposes. You may revoke your proxy at any time prior to the
exercise of authority granted in the proxy by giving a written notice of
revocation to the Corporate Secretary, by submitting a subsequent validly
executed proxy, or by voting in person.
As of November 13, 2000, the record date for determination of shareholders
entitled to vote at the Annual Meeting, there were outstanding 19,035,077
Ordinary Shares of the Company. Each Ordinary Share entitles the holder to one
vote. The Ordinary Shares have a par value of NIS 0.1 per share. The presence of
two shareholders, holding at least one third of the share capital voting rights,
represented in person or by proxy at the Annual Meeting, will constitute a
quorum. An affirmative vote of the holders of a majority of the Ordinary Shares
represented at the Annual Meeting in person or by proxy and voting thereon will
be necessary to approve all the proposals, except as otherwise mentioned.
A broker who is the record owner of Ordinary Shares beneficially owned by a
customer will have discretionary authority to vote such Ordinary Shares on all
the proposals herein if the broker has not received voting instructions from the
beneficial owner by the tenth day before the Annual Meeting, provided that this
Proxy Statement has been transmitted to the beneficial owner at least 15 days
before the Annual Meeting. Abstentions and broker "non-votes" are not counted in
determining outcomes of matters being acted upon; they are counted only for
determining a meeting quorum. A broker "non-vote" occurs when a nominee holding
the ordinary shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power with
respect to that proposal and has not received instructions from the beneficial
owner. An affirmative majority of the votes cast is required to approve each of
the proposals to be presented at the Annual Meeting.
We will bear the cost of soliciting proxies from our shareholders. Proxies
will be solicited by mail and may also be solicited personally or by telephone
by our directors, officers and employees. We will reimburse brokerage houses and
other custodians, nominees and fiduciaries for their expenses in accordance with
the regulations of the Securities and Exchange Commission concerning the sending
of proxies and proxy material to the beneficial owners of stock.
<PAGE>
You may vote by submitting your proxy with voting instructions by mail if
you promptly complete, sign, date and return the accompanying proxy card in the
enclosed self-addressed envelope to our transfer agent or to our registered
office at least 48 hours prior to the Annual Meeting.
I. CONSIDER AND RECEIVE THE DIRECTORS' ANNUAL REPORT TO SHAREHOLDERS
FOR THE YEAR ENDED DECEMBER 31, 1999,
AND RECEIVE AND CONSIDER THE COMPANY'S CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1999
AND THE AUDITOR'S REPORT THEREON
(Item 1 on the Proxy Card)
At the Annual Meeting, the Directors' Annual Report to Shareholders for the
year ended December 31, 1999, and our Consolidated Financial Statements for the
year ended December 31, 1999 and the Auditor's report thereon will be presented.
The affirmative vote of the holders of a majority of the Ordinary Shares
represented at the Annual Meeting in person or by proxy and entitled to vote
will be necessary to consider and receive the Directors' Annual Report to
Shareholders for the year ended December 31, 1999, and our Consolidated
Financial Statements for the year ended December 31, 1999.
The Board of Directors recommends a vote FOR the consideration and receipt
of the Directors' Annual Report to Shareholders for the year ended December 31,
1999, and our Consolidated Financial Statements for the year ended December 31,
1999.
II. APPROVAL OF THE COMPANY'S YEAR 2000 EMPLOYEE
STOCK OPTION PLAN, AND THE RESERVATION OF 636,477
ORDINARY SHARES OF THE COMPANY FOR ISSUANCE
UNDER SUCH PLAN AND, IN ADDITION,
SUBJECT TO SUFFICIENCY OF THE COMPANY'S AUTHORIZED
SHARE CAPITAL, TO APPROVE THE RESERVATION OF UP
TO 4% OF THE COMPANY'S SHARE CAPITAL, ON A FULLY DILUTED BASIS,
IN EACH SUBSEQUENT YEAR FOLLOWING THE YEAR 2000
FOR ISSUANCE UNDER SUCH EMPLOYEE STOCK OPTION PLAN
(Item 2 on the Proxy Card)
Approval of Our Year 2000 Employee Stock Option Plan. Our Year 2000
Employee Stock Option Plan (the "Plan") is designed to attract and retain
outstanding employees and consultants who can contribute to our success. For
purposes of the Plan, the term "Award' means a grant of an option to purchase
Shares (an "Option") pursuant to the Plan.
The Plan is administered by the Company's Option Committee (the
"Committee") which was appointed by the Board and has the authority to recommend
to the Board the persons to whom options will be granted, the number of Ordinary
Shares to be covered by each option, the time or times at which options will be
granted or exercised, and the terms and provisions of the options.
Awards under the Plan may be granted in the following forms: (i) incentive
stock options ("Incentive Stock Options") as provided in Section 422 of the U.S
Internal Code of 1986 (the "Code"); (ii) non-qualified stock options
("Non-qualified Options") (the term "Options" includes incentive stock options
and non-qualified options); (iii) options granted pursuant to Section 102
("Section 102") of the Israeli Tax Ordinance ("Section 102 Options"); and (iv)
options granted pursuant to Section 3.9 of the Israeli Tax Ordinance ("3.9
Options"). In accordance with Section 102, all Section 102 Options or Shares
issued upon the exercise of Section 102 Options may be issued to a trustee
nominated by the Committee and approved in accordance with the applicable
statutory provisions (the "Trustee"), and may be held in trust for the benefit
of such optionees for the period prescribed in Section 102.
The Option's exercise price shall be determined by the Committee at the
time an Option is granted, but generally shall not be less than 100% of the Fair
Market Value (as defined below) of such Share on the date of the Award;
provided, however, that in the case of an Award of Incentive Stock Options made
to an owner of more than 10% of the Company's share capital ("10% Owner") the
exercise price shall be
2
<PAGE>
not less than 110% of the Fair Market Value of a share on the date of the Award.
Fair Market Value shall mean, if the Shares are listed or admitted to trading on
a securities exchange, the per share closing price of the shares for the day
immediately preceding the date as of which Fair Market Value is being determined
(or if there was no reported closing price on such date, on the last preceding
date on which the closing price was reported) as reported on the principal
securities exchange on which the shares are listed or admitted to trading and
reflected in the consolidated trading tables of The Wall Street Journal.
The period for which the Option is granted shall be determined by the
Committee, provided, however, that no Option shall be exercisable after the
expiration of ten years from the date of its Award, and provided further that an
Option shall not be exercisable unless counsel for the Company shall be
satisfied that the issuance of shares upon exercise will be in compliance with
all applicable laws. Notwithstanding the foregoing, in the case of an Award of
Incentive Stock Options made to a 10% Owner, such Option shall not be
exercisable after the expiration of five years from the Award date.
The vesting requirements for each Option shall be determined by the
Committee. Generally, except as otherwise determined, Options that are subject
to vesting shall cease to vest upon the Optionee's termination or resignation of
employment as an employee or consultant for any reason. Except as otherwise
provided by the Committee, in the event of the termination of or resignation
from employment or consulting services of an Optionee with the Company and its
subsidiaries for any reason (other than termination for cause, retirement,
death, disability or change of control of the Company), Options granted to an
Optionee that have not previously expired or been exercised shall be exercisable
by the Optionee within 30 days after the date of such termination, provided
however that if the "Termination Date" falls within a restricted period (such as
"Quiet Period", or within a restricted period due to tax regulations), then the
"Termination Date" shall be determined as the first following date on which the
Optionee is permitted to exercise the options.
Except as otherwise provided by the Committee, in the event that an
Optionee retires from employment with the Company or its subsidiaries, Options
granted that have not previously expired or been exercised shall, to the extent
exercisable on the date of retirement, continue to be exercisable by the
Optionee. In the event an Optionee dies while employed by or providing
consulting services to the Company or any of its subsidiaries, any Option
granted that has not previously expired or been exercised shall, to the extent
exercisable on the date of death, be exercisable by the estate of such Optionee
or by any person who acquired such Option by bequest or inheritance, at any time
within one year after the date of death of the Optionee. In the event of the
termination or resignation of employment or consulting services of an Optionee
due to total disability, the Optionee or his guardian or legal representative
shall have the right to exercise any Option which has not been previously
exercised or expired and which the Optionee was eligible to exercise as of the
first date of total disability, at any time within one year after such
termination or resignation or separation.
Except as otherwise provided by the Committee, upon a Change of Control of
the Company, Options granted to any Optionee that have not previously expired or
been exercised shall become null and void. A Change of Control shall be deemed
to have occurred when any person directly or indirectly acquires or otherwise
becomes entitled to vote more than 80% of the voting power entitled to be cast
at elections for directors of the Company; or there occurs any merger or
consolidation of the Company, or any sale, lease or exchange of all or any
substantial part of the consolidated assets of the Company and its subsidiaries
to any other person, and (i) in the case of a merger or consolidation, the
holders of outstanding stock of the Company immediately before such merger or
consolidation hold less than 80% of the voting power of the survivor of such
merger or consolidation or its parent, or (ii) in the case of any such sale,
lease or exchange, the Company does not own at least 80% of the voting power of
the other person; or one or more new directors of the Company are elected and at
such time five or more directors (or, if less, a majority of the directors) then
holding office were not nominated as candidates by a majority of the directors
in office immediately before such election.
In the event that an Optionee's employment or consulting services agreement
is terminated by the Company or any of its subsidiaries for cause, all Options
exercisable as of the date of such termination shall be canceled and terminated
as of such date.
3
<PAGE>
In the event that the Committee shall determine that any dividend or other
distribution, recapitalization, reorganization, merger, consolidation, split,
spin-off, repurchase, or exchange of shares or other securities, the issuance of
warrants or other rights to purchase shares or other securities, or other
similar corporate transaction or event affects the shares with respect to which
Options have been or may be issued under the Plan, such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as the Committee may
deem equitable, adjust any or all of (i) the number and type of shares that
thereafter may be made the subject of Options, (ii) the number and type of
shares subject to outstanding Options, and (iii) the grant or exercise price
with respect to any Option, or, if deemed appropriate, make provision for a cash
payment to the holder of any outstanding Option.
Generally, no Option shall be assignable or transferable by the Optionee,
other than by will or the laws of descent and distribution, and may be exercised
during the lifetime of the Optionee only by the Optionee or his guardian or
legal representative.
Without amending the Plan, the Committee may grant Options to eligible
individuals who are foreign nationals on such terms and conditions different
from those specified in this Plan as may in the judgment of the Committee be
necessary or desirable to foster and promote achievement of the purposes of the
Plan, and, in furtherance of such purposes, the Committee may make such
modifications, amendment, procedures and the like to the Plan as may be
necessary or advisable to comply with the provisions of laws in other countries
in which the Company operates or has employees.
Approval of Reservation of Shares. Under the Plan, options to purchase up
to 636,477 Ordinary Shares may be granted to employees, officers and directors.
In addition, and subject to sufficiency of the Company's authorized share
capital, our Board approved the reservation of up to 4% of the Company's share
capital, on a fully diluted basis, in each subsequent year following the year
2000 for issuance under such Employee Stock Option Plan. Options which are
canceled or not exercised within the option period will become available for
future grants.
The affirmative vote of the holders of a majority of the Ordinary Shares
represented at the Annual Meeting in person or by proxy and entitled to vote and
voting thereon will be necessary for shareholder approval of the Plan and the
foregoing reservation of shares thereunder.
The Board of Directors recommends a vote FOR the foregoing resolution.
III. APPOINTMENT OF AUDITORS
(Item 3 on the Proxy Card)
Our Board of Directors first appointed Luboshitz, Kasierer & Co. (a member
firm of Arthur Andersen), independent public accountants, as our auditors in
1998 and has reappointed the firm as auditors since such time. As a result of
the knowledge of our operations and the reputation in the auditing field of
Luboshitz, Kasierer & Co. (a member firm of Arthur Andersen), the Board of
Directors is convinced that the firm has the necessary personnel, professional
qualifications and independence to act as our auditors. The Board of Directors
has again selected Luboshitz, Kasierer & Co. (a member firm of Arthur Andersen)
as our auditors for the year 2000 and recommends that the shareholders ratify
and approve the selection. The remuneration of Luboshitz, Kasierer & Co. (a
member firm of Arthur Andersen) shall be fixed by the Board according to the
volume and nature of their services.
The following resolution will be offered by the Board of Directors at the
Annual Meeting:
"RESOLVED, that the appointment of Luboshitz, Kasierer & Co. (a member firm
of Arthur Andersen) by our Board of Directors to conduct the annual audit
of our financial statements for the year ending December 31, 2000, and the
authorization of the Board of Directors to fix their remuneration, are
ratified, confirmed and approved."
4
<PAGE>
The affirmative vote of the holders of a majority of the Ordinary Shares
represented at the Annual Meeting in person or by proxy and entitled to vote and
voting thereon will be necessary for shareholder approval of the foregoing
resolution.
The Board of Directors recommends a vote FOR the foregoing resolution.
IV. SETTING THE NUMBER OF DIRECTORS OF THE COMPANY
AT NINE, AND RE-APPOINTING THE CURRENT DIRECTORS
(Item 4 on the Proxy Card)
The Board of Directors proposes setting the number of directors of the
Company at nine, and the election of Yehuda Zisapel, Ami Amir, Zohar Zisapel,
Adi Gan, Hillel E. Milo, Efraim Wachtel, and Andreas Mattes as directors, to
hold office for one year until the Annual General Meeting of Shareholders to be
held in 2001 and until their successors are elected and qualified. Each nominee
is currently serving as a member of the Board of Directors of the Company. The
two additional directors will be the external directors appointed to the Board.
The affirmative vote of the holders of a majority of the ordinary shares
represented at the Annual Meeting in person or by proxy and entitled to vote
will be necessary for the election of a director. Should any of the nominees not
be available for election, the proxies will be voted for a substitute nominee
designated by the Board of Directors. It is not expected that any of the
nominees will be unavailable.
Set forth below is information about each nominee, including age,
position(s) held with the Company, principle occupation, business history and
other directorships held.
Name Age Position with the Company
---- --- -------------------------
Yehuda Zisapel 57 Chairman of the Board
Ami Amir 55 President, Chief Executive Officer and Director
Zohar Zisapel 50 Director
Adi Gan 31 Director
Hillel E. Milo 49 Director
Efraim Wachtel 54 Director
Andreas Mattes 38 Director
Yehuda Zisapel has served as a director of the Company since November 1992
and as our Chairman of the Board of Directors since August 1999. During the last
five years, Mr. Zisapel has been engaged mainly in management of high technology
companies. Mr. Zisapel is a founder and a director of RAD Data Communications
Ltd. ("RAD"), of which he has served as a director since 1979, and its
affiliate, BYNET Data Communications Ltd. Mr. Zisapel also serves as the
chairman of the board of RIT Technologies Ltd. and RADWARE Ltd. and as a
director of other companies in the RAD-BYNET group, including SILICOM Ltd. and
RADCOM Ltd. Mr. Zisapel has a B.Sc. and M.Sc. degree in electrical engineering
from the Technion, Israel Institute of Technology, and an M.B.A degree from Tel
Aviv University. Yehuda Zisapel and Zohar Zisapel are brothers.
Ami Amir, our co-founder, has served as our chief executive officer,
president and director since November 1992. From March 1987 to November 1992,
Mr. Amir was the president of RAD Data Communications Inc. Before March 1987,
Mr. Amir held senior engineering positions for Simtech Advanced Training and
Simulation Systems, Tadiran Electronic Industries and Elbit Systems Ltd. Mr.
Amir has a B.Sc. degree in electronic and computer science from the Technion,
Israel Institute of Technology.
Zohar Zisapel has served as a director of the Company since November 1992
and was chairman of the board of directors until August 1999. During the last
five years, Mr. Zisapel has been engaged mainly in management of high technology
companies. Mr. Zisapel is a founder and a director of RAD, of which he has
served as president since January 1982, and a director of other companies in the
RAD-BYNET group, including RADCOM, SILICOM, RIT and RADWARE. Mr. Zisapel
received B.Sc. and M.Sc. degrees from Tel Aviv University. Zohar Zisapel and
Yehuda Zisapel are brothers.
5
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Adi Gan has served as a director of the Company since August 1998. Since
January 1998, Mr. Gan has been an investment manager with Evergreen's Venture
Capital Group. From August 1995 until January 1998, Mr. Gan was employed by
TesCom Ltd., initially as a project manager and then as a manager of the
real-time system division of TesCom Ltd. Mr. Gan has a B.Sc. in physics from the
Technion, Israel Institute of Technology and a M.Sc. in chemistry from Tel Aviv
University.
Hillel E. Milo has served as a director of the Company since May 1995.
Until July 1999, Mr. Milo was president and chief executive officer of Israel
Infinity Venture Capital Fund. Since January 1995, Mr. Milo has been chief
executive officer and managing director of Clal Venture Capital Fund L.P. In
1993, Mr. Milo co-founded Walden Israel Venture Capital fund and has been
general partner of that fund since that time. Mr. Milo has a B.Sc. in mechanical
engineering and an M.A. in management science from the University of Alabama.
Efraim Wachtel has served as a director of the Company since March 1998.
Mr. Wachtel has been president and chief executive officer of RAD since November
1997. From October 1985 to November 1997, Mr. Wachtel was vice president of
sales and marketing of RAD. Before October 1985, Mr. Wachtel held various
research and development positions in several companies in Israel and in the
U.S. Mr. Wachtel has a B.Sc. degree in electrical engineering from the Technion,
Israel Institute of Technology.
Andreas Mattes has served as a director of the Company since February 2000.
Since April 1999, Mr. Mattes has been the president of enterprise networks of
Siemens ICN. From October 1998 until April 1999, Mr. Mattes was the president of
central sales of Siemens ICN. From June 1997 until October 1998, Mr. Mattes was
the president of international sales of Siemens PN. From January 1996 until June
1997, Mr. Mattes was the vice president of product management of Siemens PN.
From October 1985 until January 1996, Mr. Mattes held various sales, marketing
and business administration positions at Siemens.
In addition to the aforesaid nominees, Mr. Dan Goldstein, who was appointed
in January 2000 as an external director to the Board for a three-year term,
continues to serve in such office. In 1985, Mr. Goldstein, 45, founded Formula
Systems (1985) Ltd. and has been its chief executive officer and chairman of the
board of directors since that time. Mr. Goldstein is also the chairman of the
board of directors of other companies in the Formula Systems group, including
ForSoft Ltd., Sintec Advanced Technologies Ltd., Magic Software Enterprises
Ltd., F.C.T. Formula Computer Technologies Ltd. and Applicom Software Industries
(1990) Ltd., and is a director of Crystal Systems Solutions Ltd. Mr. Goldstein
has a B.Sc. degree in mathematics and computer science and an M.B.A. in business
administration from Tel Aviv University.
The Board of Directors recommends a vote FOR setting the number of
Directors of the Company at nine, and the election of each of the seven nominees
named above for Director.
V. APPOINTING AN EXTERNAL DIRECTOR AND APPROVING THE EXTERNAL
DIRECTORS' ANNUAL REMUNERATION AND REIMBURSEMENT
(Item 5 on the Proxy Card)
Under the new Israeli Companies Law, which became effective February 1,
2000, public companies are required to elect two external directors who must
meet specified standards of independence. An external director may be a
non-Israeli resident. The external directors may not have any economic
relationship with us. Controlling shareholders of a company, 25% shareholders,
and their relatives or employees, cannot serve as external directors. External
directors are elected by shareholders. The shareholders voting in favor of their
election must include at least one-third of the shares of the non-controlling
shareholders of the company who are present at the meeting. This minority
approval requirement need not be met if the total shareholdings of those
non-controlling shareholders who vote against their election represent 1% or
less of all of the voting rights in the company. External directors serve for a
three-year term, which may be renewed for only one additional three-year term.
External directors can be removed from office only by the same special
percentage of shareholders as can elect them, or by a court, and then only if
the external directors cease to meet the statutory qualifications with respect
to their appointment or if they violate their duty of loyalty to the company.
6
<PAGE>
If, when an external director is elected, all members of the board of
directors of a company are of one gender, the external director to be elected
must be of the other gender. Any committee of the board of directors must
include at least one external director. An external director is entitled to
compensation as provided in regulations adopted under the Companies Law and is
otherwise prohibited from receiving any other compensation, directly or
indirectly, in connection with such service.
Pursuant to regulations promulgated under the Companies Law, our two
independent directors may be deemed to be external directors.
In January 2000, the Company appointed Mr. Dan Goldstein as an external
director. In accordance with the aforesaid statutory provisions, the Board of
Directors now proposes the election of Prof. Liora Katzenstein as the second
external director, to hold office for three years until the Annual General
Meeting of Shareholders to be held in 2003 and until her successor is elected
and qualified.
Should Prof. Katzenstein not be available for election, the proxies will be
voted for a substitute nominee designated by the Board of Directors. It is not
expected that Prof. Katzenstein will be unavailable.
Set forth below is information about Prof. Katzenstein, including age,
principle occupation, business history and other directorships held.
Prof. Liora Katzenstein, 45, specializes in Business Administration and
Entrepreneurship. During the last five years she founded, and serves as the
President and CEO of ISEMI -- Israel School of Entrepreneurial Management and
Innovation. Prof. Katzenstein is also a Senior Lecturer in the Technion, Israel
Institute of Technology. Prof. Katzenstein currently serves as a director of
Clal Industries & Investments Ltd., Discount Issuers Ltd., Amanat Ltd., Palafric
Investments Ltd. and Tachlit -- Discount Bank, and holds various other academic
and business related positions, including membership on the Governmental
Committee on Start-Up Companies. Over the last fifteen years Prof. Katzenstein
served as a faculty member and on the management of universities and management
institutes both in Israel and abroad and published numerous business articles in
the Israeli professional press.
The Board of Directors recommends a vote FOR the election of Prof. Liora
Katzenstein as External Director to the Board of Directors.
The Companies Law provides that the conditions of service of an external
director require approval by the general meeting of shareholders. An external
director is entitled to remuneration and to reimbursement of expenses. The
amount of such fees is based on the regulations promulgated under the Companies
Law. It is therefore proposed that at the Annual Meeting the shareholders adopt
the following resolution:
"RESOLVED, that we are hereby authorized to pay each of our External
Directors, pursuant to the schedule of fees attached to the applicable
regulations promulgated pursuant to the Companies Law, the highest
applicable annual remuneration and the per meeting attendance fee, as the
same may be updated from time to time by any amendment to such schedule."
Under the Companies Law, the affirmative vote of the holders of a majority
of the Ordinary Shares represented at the Annual Meeting in person or by proxy
and entitled to vote and voting thereon will be necessary for shareholder
approval of the foregoing resolution.
The Board of Directors recommends a vote FOR the foregoing resolution.
VI. APPROVAL OF INDEMNIFICATION OF
THOSE DIRECTORS AND OFFICE HOLDERS NOT COVERED
BY THE CURRENT DECISIONS OF THE GENERAL MEETING
(Item 6 on the Proxy Card)
The Companies Law defines the duties of care and skill and the fiduciary
duties of loyalty and good faith owed by directors and officers to a company. As
permitted by the Companies Law, our Articles of Association allow for the
indemnification and insurance of our directors and senior officers against
certain liabilities. We have agreed to indemnify and insure our directors and
senior officers against certain liabilities which they may incur in connection
with the performance of their duties. Under the terms of such indemnification
provisions, we may, to the extent permitted by law, advance funds for legal
expenses covered by such indemnification.
7
<PAGE>
Our agreement to indemnify and insure all of our directors has been
approved by the general meeting of the shareholders, except with respect to our
two external directors, who were appointed subsequent to such general meeting.
It is therefore proposed that at the Annual Meeting the shareholders adopt the
following resolution:
"RESOLVED, to approve the indemnification of Prof. Liora Katzenstein and
Mr. Dan Goldstein to the full extent permitted under the Companies Law, in
respect of any and all of the following: (i) a financial obligation imposed
on each in favor of another person by a court judgment, including a
settlement judgment or an arbitrator's award approved by court in respect
of an act performed in her or his capacity as an Office Holder (as defined
in Section 1 of the Companies Law) of the Company, and (ii) reasonable
litigation expenses, including attorney's fees, expended by her or him or
charged to her or him by a court, in a proceeding instituted against her or
him by the Company or on its behalf or by another person, or in a criminal
charge from which she or he were acquitted, all in respect of an act
performed in her or his capacity as an Office Holder of the Company."
Under the Companies Law, the affirmative vote of the holders of a majority
of the Ordinary Shares represented at the Annual Meeting in person or by proxy
and entitled to vote and voting thereon will be necessary for shareholder
approval of the foregoing resolution.
The Board of Directors recommends a vote FOR the foregoing resolution.
VII. APPROVAL OF THE COMPENSATION TERMS FOR OUR CEO
(Item 7 on the Proxy Card)
Before consideration of this issue an intermission in the Annual Meeting
will take place. During such intermission the Audit Committee of the Company,
which includes the two external directors, will review the compensation terms
offered to Mr. Ami Amir, our CEO. Such terms are available for review by our
shareholders at our offices, during regular business hours, and will be
presented at the Annual Meeting, as and to the extent approved by the Audit
Committee.
Under the terms of the Israeli Companies Law, and assuming that the Audit
Committee has approved such revised terms, the Company's assumption of these
expenses requires shareholder approval.
Under the Companies Law, the affirmative vote of the holders of a majority
of the Ordinary Shares represented at the Annual Meeting in person or by proxy
and entitled to vote and voting thereon will be necessary for shareholder
approval of the foregoing resolution.
The Board of Directors recommends a vote FOR the foregoing resolution.
VIII. OTHER MATTERS
The Board of Directors does not intend to bring any matters before the
Annual Meeting other than those specifically set forth in the Notice of the
Annual Meeting and knows of no matters to be brought before the Annual Meeting
by others. If any other matters properly come before the Annual Meeting, it is
the intention of the persons named in the accompanying proxy to vote such proxy
in accordance with the judgment of the Board of Directors.
By Order of the Board of Directors,
/s/David Seligman
David Seligman,
Secretary
Dated: November 14, 2000
8
<PAGE>
ITEM 3
<PAGE>
RADVISION LTD.
24 Raoul Wallenberg Street
Tel Aviv 69719, Israel
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Ami Amir and David Seligman, or either of
them, attorneys or attorney of the undersigned, for and in the name(s) of the
undersigned, with power of substitution and revocation in each to vote any and
all Ordinary Shares, par value NIS 0.1 per share, of RADVision Ltd. (the
"Company"), which the undersigned would be entitled to vote as fully as the
undersigned could if personally present at the Annual General Meeting of
Shareholders of the Company to be held on Thursday, December 21, 2000 at 10:00
a.m. at the principal offices of the Company, 24 Raoul Wallenberg Street, Israel
and at any adjournment or adjournments thereof, and hereby revoking any prior
proxies to vote said shares, upon the following items of business more fully
described in the notice of and proxy statement for such Annual General Meeting
(receipt of which is hereby acknowledged):
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE. IN THE ABSENCE OF
SUCH SPECIFICATION, THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED FOR
ITEMS 1 THROUGH 7 SET FORTH ON THE REVERSE, INCLUDING THE ELECTION OF THE SEVEN
NOMINEES FOR DIRECTOR NAMED IN ITEM 4. ON ANY OTHER BUSINESS THAT MAY PROPERLY
COME BEFORE THE ANNUAL GENERAL MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE JUDGMENT OF THE PERSONS NAMED ABOVE AS PROXIES.
(Continued and to be signed on reverse side)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual General Meeting of Shareholders
RADVISION LTD.
December 21, 2000
(Please Detach and Mail in Envelope Provided)
[X] Please mark your
votes as in this
example
(1) To consider and receive the Directors' Annual Report, the Company's
Consolidated Financial Statements, and the Auditor's report thereon, for
the year ended December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) To approve the Company's Year 2000 Employee Stock Option Plan and the
reservation of 636,477 Ordinary Shares of the Company for issuance under
such Plan and, in addition, subject to sufficiency of the Company's
authorized share capital, to approve the reservation of up to 4% of the
Company's share capital, on a fully diluted basis, in each subsequent year
following the year 2000 for issuance under such Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) To appoint Luboshitz, Kasierer & Co. (a member firm of Arthur Andersen) as
the Company's independent auditors for the period ending December 31, 2000
and authorize the Board of Directors to fix their remuneration.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) To set the number of directors of the Company at nine and to elect seven
directors.
INSTRUCTION: To withhold
authority to vote for
any individual nominee,
strike a line through the Nominees: YEHUDA ZISAPEL
nominee's name at right. AMI AMIR
ZOHAR ZISAPEL
[ ] FOR setting the number of directors at ADI GAN
nine and FOR all nominees listed at right HILLEL E. MILO
(except as marked to contrary at right) EFRAIM WACHTEL
ANDREAS MATTES
[ ] WITHHOLD AUTHORITY to vote for all nominees
at right
(5) To appoint Prof. Liora Katzenstein as an external director and to approve
the annual remuneration and reimbursement of the Company's external
directors in accordance with applicable regulations.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(6) To approve indemnification by the Company of the external directors in the
same manner as the other directors and office holders are covered by
existing resolutions of the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(7) If and to the extent approved by the Company's Audit Committee, to approve
the compensation terms for Mr. Ami Amir, the Chief Executive Officer of the
Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Signature(s)_________________________________________ Dated_______________2000
Signatures, if held jointly__________________________ Dated_______________2000
NOTE:(Please sign exactly as name(s) appear(s) hereon. When signing as attorney,
executor, administrator, trustee, guardian, or as an officer signing for a
corporation, please give full title under signature.)
<PAGE>
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/David Seligman
-----------------
David Seligman
Chief Financial Officer
Dated: November 20, 2000
