RADVISION LTD
6-K, 2000-10-23
COMPUTER COMMUNICATIONS EQUIPMENT
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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 October 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.  Press  Release  dated  October 19,  2000 re Third  Quarter
     Results.



<PAGE>


                                                                          ITEM 1

<PAGE>

FOR IMMEDIATE RELEASE

  Corporate Contacts:
  David Seligman                                 Karen Gurwitz
  Chief Financial Officer                        Dir. Corporate Communications
  RADVision, Ltd.                                RADVision, Inc.
  Tel: 972.3.645.5446                            Tel: 201.529.4300, x305
  [email protected]                     [email protected]

  Investor Contacts:
  Jody Burfening/Sanjay Hurry
  Lippert/Heilshorn & Assoc.
  Tel: 212.838.3777
  [email protected]


                RADVISION ANNOUNCES RECORD THIRD QUARTER RESULTS
                      AND ACHIEVES OPERATING PROFITABILITY

   - New Technology Toolkit Introductions Position RADVision to Meet Emerging
                     Demand for Multi-Protocol Solutions -

     Tel Aviv,  Israel,  October 19, 2000 -- RADVision Ltd. (NASDAQ:  RVSN), the
leading provider of award-winning, industry-standard products and technology for
real-time voice and video communication over IP, today announced results for the
third quarter ended September 30, 2000.

     Revenues for the third quarter  reached  $12.7  million  compared with $4.6
million for the same period in 1999 and $10.2  million in the second  quarter of
2000, representing a 175% and a 25% increase respectively.  Operating income for
the quarter was  $361,000  compared  with a loss of $524,000 for the same period
last year. Net income for the quarter was $1,652,000 or $0.08 per diluted share,
compared with a net loss of $504,000 or $0.04 cents per diluted  share,  for the
third quarter of 1999.

     Revenues  for the nine  months  ended  September  30,  2000  reached  $30.7
million, compared with $12.0 million for the same period last year, representing
a 156% increase.  Operating loss of the nine months  reached  $814,000  compared
with an operating  loss of $1,033,000  for the same period last year. Net income
for the nine months was $1,871,000 or $0.09 per diluted  share,  compared with a
loss of $917,000 or $0.07 per diluted share, in the prior year.




                                   -- more --



<PAGE>


     "We are reporting a very  successful  third quarter,  culminating in record
revenues and operating profitability," said Ami Amir, chief executive officer of
RADVision Ltd. "Our  performance  this quarter was driven by wins from companies
such as NICE Systems,  UniData,  and  ComGates,  the expansion of several of our
existing OEM  relationships,  and an initial  order from our new "big 5" telecom
equipment OEM  customer.  This customer is our first to take delivery of our new
Multipoint  Processor  (MP)  unit.  The MP is a  critical  component  for  voice
conferencing   solutions  for  enterprise  Voice  over  IP  (VoIP)  utilizing  a
distributed  architecture.   The  MP  is  another  "first  to  market"  product,
specifically designed for voice conferencing solutions over IP."

     "In  addition,  we continued to execute on our strategy to build  RADVision
into the  premier  provider  of key  enabling  voice  and  video  technologies,"
continued  Amir.  "We introduced  our next  generation  H.323 and MGCP products,
began  development  of a MEGACO  toolkit  for  large-scale,  global,  IP-centric
carrier class networks,  and are on schedule to deliver SIP software toolkits in
the fourth quarter.  These introductions are critical components of our strategy
to sustain our market  leadership  position as a  "one-stop-shop"  for Voice and
Video over IP technology. We believe this suite clearly differentiates RADVision
from the competition  today and will be a leading  contributor to our success in
the future as demand from service providers for multi-protocol solutions for the
converged network increases."

     During the quarter,  RADVision reorganized its operations into two business
units, a Networking  Business Unit and a Technology Business Unit, each with its
own product marketing and product development,  and headed by a general manager.
Commenting on the new organizational  structure, Amir stated, "By organizing the
Company along market lines,  we are creating an agile company,  one that is even
more responsive to market changes, with improved time to market for new products
and quicker  decision  making.  We believe this new structure  will enable us to
capture additional market share and sustain our leadership position in these two
market segments."

                                   -- more --


<PAGE>


     Concluded  Amir,  "Going  forward,  we will  continue  to focus on  product
introductions  that support our  multi-protocol  product strategy and expand our
addressable  market.  Over the next several  quarters,  we will release products
based on ViaIP, our new platform  specifically  architected to address the needs
of the service provider marketplace,  introduce products based on SIP and MEGACO
that broaden our product  offering,  and expand our  penetration  of the nascent
European  marketplace by adding two offices.  We believe that these steps, taken
together,  will further our penetration of the rapidly expanding marketplace for
Voice and Video over IP."

About RADVision

RADVision is a leading provider of 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 or IP.  RADVision's
products and technology are used by RADVision  customers to develop systems that
enable  enterprises and service providers to use next generation packet networks
for  real-time  IP  communications.   RADVision  is  actively  involved  in  the
development of the industry  standards that are driving the emergence and growth
of the  use of  packet  networks  for  real-time  communications,  and  was  the
first-to-market  with  enabling  technology  and the  products  required for the
transmission  of  real-time  voice,  video and data over packet  networks.  As a
result,  RADVision  is well  positioned  to lead the market  with  products  and
technology that enable  enterprises and service providers to migrate their voice
and video communications from traditional  telephone networks to next generation
packet networks.  The company's products and technology include  standards-based
gateways,  conferencing  bridges,  gatekeepers and software  toolkits.  For more
information, please visit our website at: www.radvision.com.

This press release contains forward-looking statements that are subject to risks
and uncertainties.  Factors that could cause actual results to differ materially
from these  forward-looking  statements include, but are not limited to, general
business conditions in the industry,  changes in demand for products, the timing
and amount or  cancellation of orders and other risks detailed from time to time
in RADVision's  filings with the Securities and Exchange  Commission,  including
RADVision's Form F-1 registration statement.

All trademarks recognized

                             -- Tables to Follow --


<PAGE>



                            RADVision LTD.
                   Consolidated Statements of Income
                      (U.S. Dollars in thousands)

                               Three Months Ended     Nine Months Ended
                                  September 30           September 30
                                  (Unaudited)            (Unaudited)
                                2000        1999        2000        1999
                                ----        ----        ----        ----

Sales                         $ 12,708    $  4,623    $ 30,736    $ 11,995
Cost of Sales                    3,102         642       7,625       1,688
                              --------    --------    --------    --------
Gross Profit                     9,606       3,981      23,111      10,307

Research and Development, Net    3,996       1,879       9,257       4,678
Marketing and Selling, Net       4,470       2,327      12,604       5,832
General and Administration         779         299       2,064         830
                              --------    --------    --------    --------
Operating Income (Loss)            361        (524)       (814)     (1,033)

Financial Income (net)           1,291          20       2,685         116

Net Income/(Loss)             $  1,652    $   (504)   $  1,871    $   (917)
                              --------    --------    --------    --------

Earnings per Share               $0.09      ($0.04)      $0.11      ($0.07)
                                 =====       =====       =====       =====

Weighted Average Number of
 Shares Outstanding During
 the Period - Basic         18,661,155  13,485,221  17,300,401  13,485,221

Diluted Earnings per Share       $0.08                   $0.09
                                 =====       =====       =====       =====

Weighted Average Number of
Shares Outstanding During
the Period - Diluted        21,835,771              20,610,753



                                   -- more --

<PAGE>

                            RADVision LTD.
                      Consolidated Balance Sheet
                      (U.S. Dollars in thousands)

                                        September 30   December 31
                                             2000          1999
                                         (Unaudited)    (Audited)
Assets
Cash and Short Term Deposits               $  67,442     $   2,605
Receivables - Trade                            5,982         3,214
Receivables - Other                            1,279         1,517
Inventories                                    4,997         2,433
                                           ---------     ---------
Current Assets                                79,700         9,769

Long Term Investments                         29,660            --
                                           ---------     ---------

Severance Pay Fund                               834           470
                                           ---------     ---------

Equipment
Cost                                           6,839         4,400
Less Accumulated Depreciation                  2,282         1,379
                                           ---------     ---------
                                               4,557         3,021

Total Assets                                 114,751     $  13,260
                                           ---------     ---------
                                           =========     =========

Liabilities and Equity
Short Term Debt                            $      55     $      64
Payable - Trade & Related Parties                989         2,558
Other Payables & Accrued Expenses             16,873         6,333
                                           ---------     ---------
Current Liabilities                           17,917         8,955

Accrued Severance Pay                          1,279           757
                                           ---------     ---------

Bank Loans                                        25            67
                                           ---------     ---------

Shareholder's Equity
Share Capital                                    154            21
Capital Surplus                              103,576        13,789
Deferred compensation                           (795)       (1,052)
Accumulated deficit                           (7,405)       (9,277)
                                           ---------     ---------
                                              95,530         3,481

Total Liabilities                            114,751     $  13,260
                                           ---------     ---------
                                           =========     =========




                                      ###

<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: October 23, 2000






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