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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 2000
REGISTRATION NO. 333-38804
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 2
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
ACCORD NETWORKS LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ISRAEL 3576 NOT APPLICABLE
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION) CLASSIFICATION CODE
NUMBER)
ACCORD NETWORKS LTD.
94 DERECH EM HAMOSHAVOT
P.O.B. 3654
PETACH-TIKVA 49130, ISRAEL
TELEPHONE: 972-3-925-1444
FACSIMILE: 972-3-921-1571
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES AND AGENT FOR SERVICE)
ACCORD NETWORKS, INC.
ATTENTION: JULES L. DEVIGNE, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
9040 ROSWELL ROAD, SUITE 450
ATLANTA, GEORGIA 30350-1877, USA
TELEPHONE: 770-641-4400
FACSIMILE: 770-641-4499
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE OF PROCESS)
COPIES TO:
<TABLE>
<C> <S> <C> <C>
J. VAUGHAN CURTIS, ESQ. DAVID COHEN, ADV. DAVID C. CHAPIN, ESQ. BARRY LEVENFELD, ADV.
ALSTON & BIRD LLP YUVAL HORN, ADV. ROPES & GRAY YIGAL ARNON & CO.
ONE ATLANTIC CENTER DORON COHEN-DAVID COHEN ONE INTERNATIONAL PLACE 22 RIVLIN STREET
1201 WEST PEACHTREE STREET LAW OFFICES BOSTON, MASSACHUSETTS, USA 02110-2624 JERUSALEM, ISRAEL 91000
14 ABBA HILLEL SILVER
ATLANTA, GEORGIA, USA 30309-3424 ROAD TELEPHONE: 617-951-7000 TELEPHONE: 972-2-623-9200
TELEPHONE: 404-881-7000 RAMAT-GAN, ISRAEL 52506 FACSIMILE: 617-951-7050 FACSIMILE: 972-2-623-9236
TELEPHONE: 972-3-753-
FACSIMILE: 404-881-7777 1000
FACSIMILE: 923-3-753-
1001
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [_]
If this Form is filed to register additional securities for any offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same
offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 2 to the Form F-1 Registration Statement is being filed for
the sole purpose of filing exhibits.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with the offering
described in the registration statement. All amounts are estimates except the
SEC registration fee, the NASD fees and the Nasdaq listing fees:
<TABLE>
<S> <C>
SEC registration fee............................................ $ 18,216
NASD fees....................................................... 7,400
Nasdaq listing fees............................................. 95,000
Israeli stamp tax............................................... 690,000
Blue sky fees and expenses...................................... 5,000
Printing and engraving expenses................................. 250,000
Legal fees and expenses......................................... 800,000
Accounting fees and expenses.................................... 600,000
Transfer agent fees............................................. 3,500
Miscellaneous expenses.......................................... 105,884
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Total.......................................................... $2,575,000
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Companies Law, 1999, provides that a company may include in its articles of
association provisions which allow it to:
. enter into a contract to insure the liability of an office holder (as
defined below) of the company by reason of acts or omissions committed in
his capacity as an office holder of the company with respect to the
following:
(a) the breach of his duty of care to the company or any other person;
(b) the breach of his fiduciary duty to the company to the extent he acted
in good faith and had a reasonable basis to believe that the act would
not prejudice the interests of the company; and
(c) monetary liabilities or obligations which may be imposed upon him in
favor of other persons.
. indemnify an office holder of the company for:
(a) monetary liabilities or obligations imposed upon him in favor of other
persons pursuant to a court judgment, including a compromise judgment
or an arbitrator's decision approved by a court, by reason of acts or
omissions of such person in his capacity as an office holder of the
company; and
(b) reasonable litigation expenses, including attorney's fees, actually
incurred by the office holder or imposed upon him by a court, in an
action, suit or proceeding brought against him by or on behalf of the
Company or by other persons, or in connection with a criminal action
from which he was acquitted, or in connection with a criminal action
which does not require proof of criminal intent in which he was
convicted, in each case by reason of acts or omissions of the person in
his capacity as an office holder.
The Companies Law provides that a company's articles of association may provide
for indemnification of an office holder post-factum and may also provide that a
company may undertake to indemnify an office holder in advance, provided the
undertaking is limited to types of occurrences, which, in the opinion of the
company's board of directors, are, at the time of the undertaking, foreseeable
and to an amount the board of directors has determined is reasonable in the
circumstances.
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The Companies Law provides that a company may not indemnify, exempt or enter
into an insurance contract which would provide coverage for the liability of,
an office holder with respect to the following:
. a breach of his fiduciary duty, except to the extent described above;
. a breach of his duty of care, if the breach was done intentionally,
recklessly or with disregard of the circumstances of the breach or its
consequences;
. an act or omission done with the intent to unlawfully realize personal
gain; or
. a fine or monetary settlement imposed upon him.
The Companies Law defines "office holder" to include a director, managing
director, general manager, chief executive officer, executive vice president,
vice president, other managers directly subordinate to the managing director,
and any other person fulfilling or assuming any of these positions or
responsibilities without regard to the person's title.
Indemnification of, and procurement of insurance coverage for, an office holder
of a company requires, under the Companies Law, the approval of the company's
audit committee and board of directors, and, in certain circumstances,
including if the office holder is a director, the approval of the company's
shareholders.
We have agreed to indemnify each of our office holders subject to the above,
and intend to purchase from a commercial carrier a directors' and officers'
liability insurance policy insuring our office holders as permitted by the
Companies Law and our articles of association, including coverage with respect
to the offering of the ordinary shares described in this registration
statement. In October 1999 and April 2000, our board of directors authorized us
to enter into indemnification agreements with each of our office holders. Our
shareholders approved these agreements in December 1999 and May 2000. The form
of indemnification agreement provides among other things that subject to
certain conditions and limitations, we will indemnify our office holders in
respect of all amounts they may be obligated to pay, including reasonable legal
expenses, in the event of legal proceedings or a judgment in respect of or due
to any act or omission taken or made in their capacity as office holders,
including in connection with this offering.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Since February 1997, we have issued and sold the securities listed below
without registering the securities under the Securities Act. None of these
transactions involved any underwriters, underwriting discounts or commissions,
or any public offering:
(a) In September 1997, our board of directors approved the grant of an option
to an executive search firm to acquire 6,696 of our ordinary shares for an
aggregate of approximately $15.00 as partial consideration for the search of
our chief executive officer. In December 1999, we issued 6,696 shares upon the
exercise of this option.
(b) In March, 1998, we issued an aggregate of 4,017,428 series B preferred
shares to a total of 16 investors upon their conversion of the outstanding
amounts of principal indebtedness under a loan agreement entered into in July
1997, an investment and loan agreement entered into in October 1997 and in
consideration for additional cash investments made by some of them upon their
exercise of pre-emptive rights or pursuant to a subscription agreement entered
into in March 1998. The conversion price of the debt and purchase price of the
other series B preferred shares was $2.24 per share and we received total
consideration of approximately $9.0 million, including the converted
II-2
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debt. In connection with this conversion and purchase of shares, we issued
warrants to purchase 1,205,228 shares of series B preferred shares at an
exercise price of $2.24 per share. These warrants may be exercised by cash
payment or net exercise.
(c) In September 1998, we granted an option to a consultant to purchase 5,000
ordinary shares at an exercise price of $2.24 per share as consideration for
services rendered to us.
(d) In March 1999, we issued 397,673 series A preferred shares to VTEL
Corporation in full and final satisfaction of the anti-dilution rights provided
under a Subscription Agreement dated June 14, 1995.
(e) In April 1999, we issued a warrant to a financial institution to purchase
137,061 ordinary shares at an exercise price of $3.648 per share in
consideration for a $4,000,000 revolving line of credit with an interest rate
of LIBOR, plus 1.5%. This warrant may be exercised by cash payment or net
exercise.
(f) In August 1999, we issued and sold for cash an aggregate of 1,425,439
series C preferred shares to a total of two investors at a purchase price of
$4.56 per share. Of these shares, 733,614 were non-voting series C preferred
shares and 691,825 were voting series C preferred shares.
(g) During December 1999 and January 2000 we issued 583,705 series B
preferred shares upon exercise of warrants issued in March 1996. The exercise
price of these warrants was $2.24 per share.
(h) We have granted options to certain of our employees, directors and
consultants to purchase approximately 5,113,978 ordinary shares, of which
631,164 ordinary shares have been issued upon the exercise of these options
since February 1997. The purchase price under the option grants ranges from
$0.01 to $9.50 based on the fair market value of our ordinary shares as of the
date of each grant as determined by our board of directors.
We believe that the issuances described in Items 15(a), 15(b), 15(d), 15(e),
15(f) and 15(g) above were deemed exempt from registration under the Securities
Act in reliance upon Section 4(2) thereof as transactions by an issuer not
involving any public offering. We also believe that the issuances described in
Item 15(c) and 15(h) were deemed exempt from registration under the Securities
Act in reliance upon Rule 701 promulgated thereunder in that they were offered
or sold under a written contract relating to compensation, as provided by Rule
701. In addition, we believe that these issuances were deemed to be exempt from
registration under Section 4(2) of the Securities Act as transactions by an
issuer not involving any public offering. The recipients of securities in the
above transactions have represented their intentions to acquire the securities
for investment only and not with a view to or for sale in connection with any
distribution thereof.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
1.1 Form of Underwriting Agreement.
*3.1 Form of Articles of Association of Registrant.
*3.2 Memorandum of Association of Registrant.
4.1 Specimen Ordinary Share Certificate.
*4.2 Shareholders Rights Agreement dated as of June 22, 1999.
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EXHIBIT
NUMBER DESCRIPTION
<TABLE>
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*4.3 Amendment to Shareholders Rights Agreement dated as of July 19,
1999.
*4.4 Second Amendment to Shareholders Rights Agreement dated as of May
25, 2000.
*5.1 Opinion of Doron Cohen-David Cohen, Israeli counsel to the
Registrant, as to certain legal matters with respect to the
legality of the ordinary shares.
*10.1 Registrant's 1995 Employee Share Ownership and Option Plan.
*10.2 Registrant's Share Ownership and Option Plan (2000).
*10.3 Registrant's 2000 Share Option Plan.
*10.4 Registrant's 2000 Non-Employee Director Stock Option Plan.
*10.5 Line of Credit Agreement with Bank Hapoalim B.M. dated April 28,
1999.
*10.6 Form of Indemnification Agreement.
*10.7 Lease Agreement dated July 21, 1997 by and between Accord
Networks, Inc. and 500 Northridge Pointe, Inc.
10.8 Intentionally omitted.
*10.9 Lease Agreement dated October 20, 1999 by and between Accord
Networks (U.K.) Limited and The Virtualists Limited.
*10.10 Sublease Agreement dated January 10, 2000 by and between Accord
Networks, Inc. and Halis, Inc.
*10.11 Lease Agreement dated January 10, 2000 by and between Accord
Networks, Inc. and Affiliated Equities Real Estate L.P.
*10.12 Distribution Agreement dated January 21, 2000 by and between the
Registrant and PictureTel Corporation.+
*10.13 Warrant to Purchase Ordinary Shares dated effective as of April
28, 1999 granted to Hapoalim Nechasim (Menayot) Ltd.
*10.14 Lease Agreement dated April 25, 1999 by and between Registrant and
Nichzay Azorim.
*10.15 Debenture with Bank Hapaolim B.M. dated April 28, 1999.
*10.16 Letter Agreement dated January 26, 2000 amending Distribution
Agreement dated January 21, 2000 by and between the Registrant and
PictureTel Corporation.
10.17 Settlement Agreement by and between Ezenia! Inc., f/k/a
VideoServer, Inc., Accord Networks, Inc., f/k/a Accord
Telecommunications, Inc., f/k/a/ Accord Video Telecommunications,
Inc., and Accord Networks Ltd., f/k/a Accord Telecommunications
Ltd. effective June 16, 2000.
*21.1 Subsidiaries of the Registrant.
*23.1 Consent of Kesselman & Kesselman, a member of
PricewaterhouseCoopers International Limited, independent
certified public accountants in Israel.
*23.2 Consent of Doron Cohen-David Cohen, counsel to the Registrant
(included in Exhibit 5.1).
*24.1 Power of Attorney.
99.1 Consent of Credit Suisse First Boston.
*99.2 Consent of University of Notre Dame.
*99.3 Consent of Deutsche Telekom AG.
</TABLE>
II-4
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99.4 Consent of France Telecom.
*99.5 Letter of Kesselman & Kesselman, a member of
PricewaterhouseCoopers International Limited, independent
certified public accountants in Israel, to the Securities and
Exchange Commission regarding Israeli generally accepted auditing
standards.
------------------
* Previously filed.
+ Accord has requested confidential treatment of portions of this agreement. As
a result, portions of this agreement will be omitted when filed and will be
filed separately with the Securities and Exchange Commission.
(b) Financial Schedules
None.
ITEM 17. UNDERTAKINGS.
Accord hereby undertakes to provide to the underwriters at the closing
specified in the underwriting agreement, certificates in such denominations and
registered in such names as required by the underwriter to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of Accord
pursuant to the foregoing provisions, or otherwise, Accord has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Accord of expenses incurred or paid
by a director, officer or controlling person of Accord 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, Accord 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 Act and will be governed by the final adjudication
of such issue.
Accord hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by Accord pursuant to Rule 424(b)(1) or (4), or 497(h) under
the Securities Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM F-1 AND HAS DULY CAUSED THIS AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA, ON JUNE 26, 2000.
Accord Networks Ltd.
/s/ Jules L. DeVigne
By: _________________________________
JULES L. DEVIGNE
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT NO.
2 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES LISTED AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Jules L. DeVigne Chairman, Chief Executive Officer June 26, 2000
_________________________________ and Director (Principal
JULES L. DEVIGNE Executive Officer)
/s/ Jeffrey B. Bradley Chief Financial Officer June 26, 2000
_________________________________ (Principal Financial and
JEFFREY B. BRADLEY Accounting Officer)
* Controller June 26, 2000
_________________________________
ORI SHACHAR
* Chief Technology Officer and June 26, 2000
_________________________________ Director
SIGI GAVISH
* Director June 26, 2000
_________________________________
MATTY KARP
* Director June 26, 2000
_________________________________
JOS C. HENKENS
</TABLE>
Authorized Representative in the United States:
Accord Networks, Inc.
<TABLE>
<S> <C>
/s/ Jules L. DeVigne
By: __________________________ June 26, 2000
Name: Jules L. DeVigne
Title: Chairman and Chief Executive Officer
/s/ Jules L. DeVigne
*By: _________________________ June 26, 2000
Name: Jules L. DeVigne
(Attorney in Fact)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1.1 Form of Underwriting Agreement.
*3.1 Form of Articles of Association of Registrant.
*3.2 Memorandum of Association of Registrant.
4.1 Specimen Ordinary Share Certificate.
*4.2 Shareholders Rights Agreement dated as of June 22, 1999.
*4.3 Amendment to Shareholders Rights Agreement dated as of July 19,
1999.
*4.4 Second Amendment to Shareholders Rights Agreement dated as of May
25, 2000.
*5.1 Opinion of Doron Cohen-David Cohen, Israeli counsel to the
Registrant, as to certain legal matters with respect to the
legality of the ordinary shares.
*10.1 Registrant's 1995 Employee Share Ownership and Option Plan.
*10.2 Registrant's Share Ownership and Option Plan (2000).
*10.3 Registrant's 2000 Share Option Plan.
*10.4 Registrant's 2000 Non-Employee Director Stock Option Plan.
*10.5 Line of Credit Agreement with Bank Hapoalim B.M. dated April 28,
1999.
*10.6 Form of Indemnification Agreement.
*10.7 Lease Agreement dated July 21, 1997 by and between Accord
Networks, Inc. and 500 Northridge Pointe, Inc.
10.8 Intentionally omitted.
*10.9 Lease Agreement dated October 20, 1999 by and between Accord
Networks (U.K.) Limited and The Virtualists Limited.
*10.10 Sublease Agreement dated January 10, 2000 by and between Accord
Networks, Inc. and Halis, Inc.
*10.11 Lease Agreement dated January 10, 2000 by and between Accord
Networks, Inc. and Affiliated Equities Real Estate L.P.
*10.12 Distribution Agreement dated January 21, 2000 by and between the
Registrant and PictureTel Corporation.+
*10.13 Warrant to Purchase Ordinary Shares dated effective as of April
28, 1999 granted to Hapoalim Nechasim (Menayot) Ltd.
*10.14 Lease Agreement dated April 25, 1999 by and between Registrant and
Nichzay Azorim.
*10.15 Debenture with Bank Hapaolim B.M. dated April 28, 1999.
*10.16 Letter Agreement dated January 26, 2000 amending Distribution
Agreement dated January 21, 2000 by and between the Registrant and
PictureTel Corporation.
</TABLE>
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<TABLE>
<S> <C>
10.17 Settlement Agreement by and between Ezenia! Inc., f/k/a
VideoServer, Inc., Accord Networks, Inc., f/k/a Accord
Telecommunications, Inc., f/k/a Accord Video Telecommunications,
Inc., and Accord Networks Ltd., f/k/a Accord Telecommunications
Ltd. effective June 16, 2000.
*21.1 Subsidiaries of the Registrant.
*23.1 Consent of Kesselman & Kesselman, a member of
PricewaterhouseCoopers International Limited, independent
certified public accountants in Israel.
*23.2 Consent of Doron Cohen-David Cohen, counsel to the Registrant
(included in Exhibit 5.1).
*24.1 Power of Attorney.
99.1 Consent of Credit Suisse First Boston.
*99.2 Consent of University of Notre Dame.
*99.3 Consent of Deutsche Telekom AG.
99.4 Consent of France Telecom.
*99.5 Letter of Kesselman & Kesselman, a member of
PricewaterhouseCoopers International Limited, independent
certified public accountants in Israel, to the Securities and
Exchange Commission regarding Israeli generally accepted auditing
standards.
</TABLE>
------------------
* Previously filed.
+ Accord has requested confidential treatment of portions of this agreement.
As a result, portions of this agreement will be omitted when filed and will
be filed separately with the Securities and Exchange Commission.
