Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RADVISION LTD.
(Exact name of registrant as specified in its charter)
Israel None
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
24 Raoul Wallenberg Street, Tel Aviv, 69719, Israel
(Address of Principal Executive Offices) (Zip Code)
RADVISION LTD.
KEY EMPLOYEE SHARE INCENTIVE PLAN (1996)
(Full title of the plan)
RADVision, Inc.
Attn: Eugene Wolf, President
575 Corporate Drive
Mahwah, New Jersey 07430
(Name and address of agent for service)
(201) 529-4300
(Telephone number, including area code, of agent for service)
Copies to:
Steven J. Glusband, Esq. Ori Rosen, Adv.
Carter, Ledyard & Milburn Danziger, Klagsbald, Rosen Co.
2 Wall Street Gibor Sport Building
New York, New York 10005 28 Bezalel Street
(212) 732-3200 Ramat-Gan 52521, Israel
972-3-611-0700
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate officering Amount of
registered registered share price registration fee
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<S> <C> <C> <C> <C>
Ordinary Shares, par value
NIS 0.1 per share......... 16,880 shares $ 0.769(1) $ 12,980.72 $ 3.43
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Ordinary Shares, par value
NIS 0.1 per share......... 778,168 shares $ 0.948(1) $ 737,703.26 $ 194.75
---------------------------------------------------------------------------------------------------------------------
Ordinary Shares, par value
NIS 0.1 per share......... 935,363 shares $ 1.185(1) $1,108,405.10 $ 292.62
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Ordinary Shares, par value
NIS 0.1 per share......... 94,950 shares $ 1.274(1) $ 120,966.30 $ 31.94
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Ordinary Shares, par value
NIS 0.1 per share......... 63,300 shares $ 1.329(1) $ 84,125.70 $ 22.21
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Ordinary Shares, par value
NIS 0.1 per share......... 31,650 shares $ 1.368(1) $ 43,297.20 $ 11.43
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Ordinary Shares, par value
NIS 0.1 per share......... 488,043 shares $ 1.578(1) $ 770,131.85 $ 203.31
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Ordinary Shares, par value
NIS 0.1 per share......... 101,280 shares $ 1.644(1) $ 166,504.32 $ 43.96
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Ordinary Shares, par value
NIS 0.1 per share......... 121,114 shares $10.20(1) $ 1,235,362.80 $ 326.14
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Ordinary Shares, par value
NIS 0.1 per share......... 359,045 shares $12.00(1) $ 4,308,540.00 $1,137.45
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Ordinary Shares, par value
NIS 0.1 per share......... 120,980 shares $28.1875(2) $ 3,410,123.70 $ 900.27
-------------- -------------- ---------
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Total..................... 3,110,773 shares $11,998,138.00 $3,167.51
================ ============== =========
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</TABLE>
(1) Calculated pursuant to Rule 457(h) on the basis of the price at which
outstanding options under the Key Employee Share Incentive Plan (1996) may be
exercised.
(2) Calculated pursuant to Rule 457(h) and (c) on the basis of the average of
the bid and ask prices ($27.375 and $29) of an Ordinary Share as quoted on
the Nasdaq National Market System on September 7, 2000.
---------------------------
This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference the following documents
(Commission File No. 0-29871) into this Registration Statement:
(a) The Registrant's Amendment No. 3 to the Registration Statement on Form
F-1, Registration No. 333-30916.
(b) The Registrant's interim report on Form 6-K bearing the cover date of
August 2, 2000.
(c) The description of the Registrant's Ordinary Shares contained in
Amendment No. 1 to the Registration Statement on Form 8-A of the
Registrant filed under the Securities Exchange Act of 1934 (the
"Exchange Act"), including any amendments or reports filed for the
purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not required, inasmuch as the Registrant's Ordinary Shares are registered
under Section 12(g) of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the Companies Law, an Israeli company may not exempt an office holder
from liability with respect to a breach of his duty of loyalty, but may exempt
in advance an office holder from his liability to the company, in whole or in
part, with respect to a breach of his duty of care.
Office Holder Insurance
The Registrant's Articles of Association provide that, subject to the
provisions of the Companies Law, the Registrant may enter into a contract for
the insurance of the liability of any of its office holders with respect to:
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o a breach of his duty of care to the Registrant or to another person;
o a breach of his duty of loyalty to the Registrant, provided that the
office holder acted in good faith and had reasonable cause to assume
that his act would not prejudice the Registrant's interests; or
o a financial liability imposed upon him in favor of another person
concerning an act performed by him in his capacity as an office
holder.
Indemnification of Office Holders
The Registrant's Articles of Association provide that it may indemnify an
office holder against:
o a financial liability imposed on him in favor of another person by any
judgment, including a settlement or an arbitrator's award approved by
a court concerning an act performed in his capacity as an office
holder; and
o reasonable litigation expenses, including attorneys' fees, expended by
the office holder or charged to him by a court, in proceedings
institute against him by the Registrant or instituted on its behalf or
by another person, or in a criminal charge from which he was
acquitted, or a criminal charge in which he was convicted for a
criminal offense that does not require proof of intent, in each case
relating to an act performed in his capacity as an office holder.
The Registrant's Articles of Association also include the following:
o The Registrant is authorized to grant in advance an undertaking to
indemnify an office holder, provided that the undertaking is limited
to specified events which the Board of Directors deems to be
anticipated and limited in amount determined by the Board of Directors
to be reasonable under the circumstances.
o The Registrant is authorized to indemnify retroactively an office
holder.
Limitations on Insurance and Indemnification
The Companies Law provides that a company may not indemnify an office
holder nor enter into an insurance contract which would provide coverage for any
monetary liability incurred as a result of any of the following:
o a breach by the office holder of his duty of loyalty unless the office
holder acted in good faith and had a reasonable basis to believe that
the act would not prejudice the company;
o a breach by the office holder of his duty of care if the breach was
done intentionally or recklessly;
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<PAGE>
o any act or omission done with the intent to derive an illegal personal
benefit; or
o any fine levied against the office holder.
In addition, under the Companies Law, indemnification of, and procurement
of insurance coverage for, the Registrant's office holders must be approved by
its audit committee and board of directors and, in specified circumstances, by
its shareholders.
The Registrant has indemnified its office holders to the fullest extent
permitted by law. The Registrant currently maintain a directors and officers
liability insurance policy with a per claim and aggregate coverage limit of
$15.0 million.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index appears below on page 11 of this Registration Statement.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to
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the securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration, by means of a post-effective amendment, any of
the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the
Commission, such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel, the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Tel Aviv, Israel on September 7, 2000.
RADVISION LTD.
By:/s/Yehuda Zisapel
-----------------
Yehuda Zisapel
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ami Amir and David Seligman, and each of them
severally, his true and lawful attorney-in-fact, and agent each with power to
act with or without the other, and with full power of substitution and
resubstitution, to execute in the name of such person, in his capacity as a
director or officer of RADvision Ltd., any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or their substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on September 7, 2000, by the following
persons in the capacities indicated.
Signature Title
--------- -----
/s/Yehuda Zisapel Chairman of the Board of Directors
-----------------
Yehuda Zisapel
/s/Ami Amir Chief Executive Officer, President
----------- and Director
Ami Amir
/s/David Seligman Chief Financial Officer
----------------- and Accounting Officer
David Seligman
/s/Zohar Zisapel Director
----------------
Zohar Zisapel
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Signature Title
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/s/Adi Gan Director
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Adi Gan
/s/Dan Goldstein Director
----------------
Dan Goldstein
/s/Hillel E. Milo Director
-----------------
Hillel E. Milo
/s/Efraim Wachtel Director
-----------------
Efraim Wachtel
/s/Andreas Mattes Director
-----------------
Andreas Mattes
RADVision, Inc.
By: /s/Eugene Wolf Authorized Representative
------------------------------ in the United States
Eugene Wolf, President
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EXHIBIT INDEX
Exhibit No. Page No.
----------- --------
5 Opinion of Danziger, Klagsbald, Rosen Co........................... 11
23.1 Consent of Danziger, Klagsbald, Rosen Co.(included in Exhibit(5)).. -
23.2 Consent of Luboshitz Kasierer...................................... 13
24 Power of Attorney (see page 7 above)............................... -
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