SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 8-A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
RADVISION LTD.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Israel N/A
- ---------------------------------------- ------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
24 Raoul Wallenberg St.,
Tel Aviv 69719, Israel N/A
- ----------------------------------------- -----------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and is
is effective upon filing pursuant effective upon filing pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following box. [ ] please check the following box. [x]
Securities Act registration statement file number to which
this form relates: 333-30916
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Ordinary Shares, par value NIS 0.10
-----------------------------------
Title of Class
NY2:\885022\01\$YVY01!.DOC\68908.0003
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a description of the securities to be registered
hereunder, reference is made to the information set forth under the heading
"Description of Share Capital" in the Registrant's prospectus, which constitutes
a part of Registrant's Registration Statement on Form F-1 (File No. 333-30916),
as may be amended from time to time, filed with the Securities and Exchange
Commission, which information is incorporated by reference herein. Any form of
prospectus subsequently filed by the Registrant pursuant to Rule 424(b) under
the Securities Act which includes such description shall be deemed to be
incorporated by reference into this Registration Statement.
ITEM 2. EXHIBITS
The following exhibits to this Registration Statement have
been filed as exhibits to Registrant's Registration Statement on Form F-1 (File
No. 333-30916), as amended, filed under the Securities Act of 1933, as amended,
and are hereby incorporated herein by reference.
EXHIBIT DESCRIPTION OF EXHIBIT
NUMBER
3.1 Memorandum of Association of Registrant (English
translation accompanied by Hebrew original)
3.2 Articles of Association of Registrant
4.1 Form of Ordinary Share Certificate
4.2 Agreement, dated as of April 14, 1995, by and among
Registrant, RAD Data Communications Ltd. and Yehuda
Zisapel and Zohar Zisapel
4.3 Agreement, dated as of April 18, 1995, by and among
Registrant, Clal Venture Capital Fund LP and Yehuda
Zisapel and Zohar Zisapel
4.4 Agreement, dated as of April 18, 1995, by and among
Registrant, Lannet Data Communications Ltd. and Yehuda
Zisapel and Zohar Zisapel
4.5 Agreement, dated as of April 19, 1995, by and among
Registrant, ECI Telecom Ltd. and Yehuda Zisapel and Zohar
Zisapel
4.6 Agreement, dated as of April 24, 1995, by and among
Registrant, Zohar Gilon, Avraham Neuman, Yair Tauman and
W.S.P. Capital Investments Ltd., and Yehuda Zisapel and
Zohar Zisapel
4.7 Agreement, dated as of April 26, 1995, by and among
Registrant, Lerosh Investments Ltd., Gevahim Investments
House Limited Ltd., Yoav Chelouche, Permal Emerging Growth
V Ltd., Maritime - Julex Investment Ltd., Shraga Blazer
and Eli Luz and Yehuda Zisapel and Zohar Zisapel
2
<PAGE>
4.8 Agreement, dated as of April 27, 1995, by and among
Registrant, Finovelec, Factory Systemes, Houston Venture
Partners, Ltd. and Yehuda Zisapel and Zohar Zisapel
4.9 Agreement, dated September 12, 1996, by and among
Registrant and Intel Corporation, as amended
4.10 Agreement, dated May 12, 1998, by and among Registrant,
Evergreen Canada Israel Management Ltd., IJT Technologies
Ltd., Periscope I Fund, L.P., Periscope I Fund Israeli
Partnership, Dovrat Shrem Trust Company Ltd., Rubin
Gruber, C.E. Unterberg, Towbin LLC, C.E. Unterberg, Towbin
Private Equity Partners LP, C.E. Unterberg, Towbin Private
Equity Partners CV, C.E. Unterberg, Towbin Profit Sharing
Plan FBO Alex Bernstein and Steimatzsky Ltd.
4.11 Share Purchase Agreement, dated February 22, 2000, among
Registrant, Siemens Aktiengesellschaft and the persons
listed on Exhibit I thereto
4.12 Share Purchase Agreement, dated February 22, 2000, among
Registrant, Samsung Electro-Mechanics Co. Ltd., Samsung
Venture investment Corp. and the persons listed on Exhibit
I thereto
4.13 Amendment Number 1 to Share Purchase Agreement, dated
February 22, 2000, among Registrant, Samsung
Electro-Mechanics Co. Ltd., Samsung Venture investment
Corp. and the persons listed on Exhibit I thereto
3
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
Date: March 10, 2000
RADVISION LTD.
By: /s/ YEHUDA ZISAPEL
---------------------------------
Name: Yehuda Zisapel
Title: Chairman of the Board of
Directors
4