SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
RADVISION LTD.
(Name of Issuer)
ORDINARY SHARES
(Title of Class of Securities)
M81869 10 5
(CUSIP Number)
ANDREAS MATTES
SIEMENS AKTIENGESELLSCHAFT
INFORMATION & COMMUNICATION NETWORKS GROUP
HOFMANNSTRASSE 51, D-81359 MUNICH
FEDERAL REPUBLIC OF GERMANY
011 49 89 722 33980
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
KEVIN M. ROYER, ESQ.
SIEMENS CORPORATION
153 E. 53RD STREET
NEW YORK, NEW YORK 10022
(212) 258-4000
MARCH 17, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
(Continued on following pages)
(Page 1 of 10 Pages)
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
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CUSIP No. M81869 10 5 13D Page 2 of 10
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Siemens Aktiengesellschaft
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|_|
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
7. SOLE VOTING POWER
NUMBER OF
SHARES 1,625,228
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,625,228
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,625,228
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
14. TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on Schedule 13D
relates is the Ordinary Shares, par value NIS 0.1 per share (the "Ordinary
Shares"), of RADVision Ltd. (the "Issuer"), a corporation organized under the
laws of Israel, with its principal executive offices located at 24 Raoul
Wallenberg St., Tel Aviv 69719, Israel.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Siemens Aktiengesellschaft, a
corporation organized under the laws of the Federal Republic of Germany
("Siemens A.G.").
Siemens A.G. has its principal office at Wittelsbacherplatz 2, D-80333
Munich, Federal Republic of Germany. Siemens A.G.'s principal business is the
design, development, manufacture and marketing of a wide variety of electrical
and electronics systems.
The directors and executive officers of Siemens A.G. are set forth on
Schedules I, attached hereto. Schedules I sets forth the following information
with respect to each such person:
i. name;
ii. business address (or residence address where
indicated);
iii. present principal occupation or employment
and the name, principal business and address
of any corporation or other organization in
which such employment is conducted; and
iv. citizenship.
During the last five years, neither Siemens A.G., nor any person named
in Schedule I attached hereto has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds used by Siemens A.G. to purchase the
shares of Ordinary Shares as described in Item 4 hereof was $27,628,876. Siemens
A.G. used funds from its working capital to make the purchase.
ITEM 4. PURPOSE OF TRANSACTION
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On February 22, 2000, the Issuer, Siemens A.G. and certain existing
shareholders of the Issuer (the "Selling Shareholders") entered into a Share
Purchase Agreement (the "Purchase Agreement"), pursuant to which Siemens A.G.
agreed to purchase (i) 365,767 Ordinary Shares and (ii) 1,259,461 Ordinary
Shares (collectively, the "Shares") from the Issuer and the Selling
Shareholders, respectively, at a per share purchase price equal to the lesser of
(i) the offering price per Ordinary Share to be sold pursuant to the Issuer's
initial public offering (the "IPO"), which was effective on March 14, 2000 (the
"Effective Date"), and which offering price was $17.00 per Ordinary Share and
(ii) $17.00 per Ordinary Share.
Siemens A.G. purchased the Shares for the purpose of making an
investment in the Issuer and not with the present intention of acquiring control
of the Issuer's business. Although upon purchase of the shares of Ordinary
Shares Siemens A.G. obtained the right to appoint one person to the Issuer's
Board of Directors, such right will not result in Siemens A.G. controlling the
Board or the Issuer's business.
Pursuant to the Purchase Agreement, Siemens A.G. also agreed that prior
to the date which is 270 days after the Effective Date (the "Lockup Date"), it
will not, directly or indirectly, transfer (other than certain permitted
transfers to a member of the Siemens group) or offer to transfer any of the
Shares, and agreed to enter into an undertaking to that effect addressed to the
underwriters of the IPO. Siemens A.G. also agreed that in connection with any
underwritten public offering by the Issuer of its equity securities pursuant to
an effective registration statement filed under the Securities Act, it will not
transfer or offer to transfer any of the Shares without the prior written
consent of the Issuer and its underwriters. Such restriction (the "Market
Stand-Off") shall be in effect for such period of time from and after the
effective date of the final prospectus for the offering as may be requested by
the Issuer or such underwriters; provided, however, that such Market Stand-Off
shall not exceed 270 days from the closing of the transactions contemplated by
the Purchase Agreement (the "Closing"), which closing occurred on March 17,
2000.
Siemens A.G. from time to time may review its investment in the Issuer
on the basis of various factors, including the Issuer's business, financial
condition, results of operations and prospects, general economic and industry
conditions, the securities markets in general and those for the Issuer's
securities in particular, as well as other developments and other investment
opportunities. Based upon such review, Siemens A.G. will take such actions in
the future as Siemens A.G. may deem appropriate in light of the circumstances
existing from time to time. If Siemens A.G. believes that further investment in
the Issuer is attractive, whether because of the market price of the Issuer's
securities or otherwise, it may acquire shares of Ordinary Shares or other
securities of the Issuer either in the open market or in privately negotiated
transactions (subject to any applicable restrictions in the Purchase Agreement
on Purchaser's ability to purchase additional shares of the Issuer's
securities). Pursuant to the Purchase Agreement, Siemens A.G. declared that it
will not make a hostile takeover of the Issuer.
Similarly, depending on market and other factors, Siemens A.G. may
determine to dispose of some or all of the shares of Ordinary Shares currently
owned by Siemens A.G. or otherwise acquired by Siemens A.G. in the open market
or in privately negotiated transactions (subject to any applicable restrictions
in the Purchase Agreement on Purchaser's ability to dispose of shares of the
Issuer's securities).
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Except as set forth in this Item 4 and in Item 6 below, Siemens A.G.
has not formulated any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present Board of Directors or management of
the Issuer, (e) any material change in the Issuer's capitalization or dividend
policy, (f) any other material change in the Issuer's business or corporate
structure, (g) any change in the Issuer's charter or bylaws or other
instrument's corresponding thereto or other action which may impede the
acquisition of control of the Issuer by any person, (h) causing a class of the
Issuer's securities to be deregistered or delisted, (i) a class of equity
securities of the Issuer becoming eligible for termination of registration or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Siemens A.G. purchased 365,767 shares newly-issued shares of
Ordinary Shares from the Issuer and 1,259,461 shares of Ordinary Shares from the
Selling Shareholders on March 17, 2000, for an aggregate purchase price of
$27,628,876. The Issuer has indicated that as of March 17, 2000 there were
approximately 18,028,596 shares of Ordinary Shares outstanding, including the
1,625,228 shares issued to Siemens A.G. Based on that information, Siemens A.G.
owns approximately 9.0% of the issued and outstanding shares of Ordinary Shares.
Except as described herein, neither Siemens A.G. nor any other person referred
to in Schedule I attached hereto has acquired or disposed of any shares of
Ordinary Shares during the past sixty days.
Except as otherwise provided in the Voting Agreement, Siemens
A.G. has the sole right to vote or direct the vote and dispose or direct the
disposition of all of the Shares. No other person is known to have the right to
receive or the power to direct the receipt of dividends from, or proceeds from
the sale of, any of the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As described in Item 4, Siemens A.G. has purchased 1,625,228 shares of
Ordinary Shares pursuant to the Purchase Agreement.
The Purchase Agreement also provides that upon the Closing, Siemens
A.G. shall be entitled to nominate one director on its behalf to the Issuer's
Board of Directors pursuant to the Voting Agreement entered into by the parties
to the Purchase Agreement (the "Voting Agreement"). Under the Voting Agreement,
Siemens A.G. and the Seller Shareholders agreed to vote the Ordinary Shares of
the Issuer owned by each of them in favor of the nomination of one
representative of Siemens A.G. to the Board of Directors of the Issuer, and as
many other representatives of such Seller Shareholders shall indicate (but in no
event less then the number of representatives as they had immediately prior to
the IPO). Siemens and the Selling Shareholders also agreed to cause the existing
Board, and future Boards, to nominate for election such persons in any proxy
statement and written ballot sent to the shareholders of the Company in
connection with such election or meeting. The parties to the Voting Agreement
also agreed that in the event that all Directors, except for one Director,
decide in good faith and
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believing it to be in the best interests of the Company and can substantiate
their decision by reasonable proof that the continuing presence of any Director
appointed by a party pursuant to Voting Agreement may damage the business
prospects of the Company, then (i) the right of such Party to appoint a Director
under this Agreement shall immediately terminate and such Board Member shall
immediately resign from the Board, (ii) the other parties shall be released from
any obligation to vote their Ordinary Shares in favor of such party's nominee,
and such party shall be released from its obligations to vote as well and (iii)
the parties shall take all actions necessary, including, without limitation,
convening a meeting of shareholders, to effect the removal of such Director from
the Board.
Pursuant to an Assignment of Registration Rights dated February 22,
2000 between Siemens A.G. and the Selling Shareholders, each of the Selling
Shareholders assigned to Siemens A.G. any and all of its rights to cause the
Issuer to register the shares sold to Siemens A.G. by such Selling Shareholder
for trading on any securities exchange at which the Issuer's shares are trading
and Siemens A.G. accepted such assignment and agreed to be bound by all of the
terms and conditions to which such shareholder was bound with respect to such
rights.
The description of certain terms of the Purchase Agreement set forth
under Item 5 is incorporated in this Item 6 by reference.
The foregoing description is a summary of certain terms of the Purchase
Agreement and is qualified in its entirety by reference to such document, which
is attached as Exhibit 1.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 1 Share Purchase Agreement dated February 22,
2000 between the Issuer, Siemens A.G. and the Selling
Shareholders.
EXHIBIT 2 Voting Agreement dated March 17, 2000 between
the Siemens A.G. and the Selling Shareholders.
EXHIBIT 3 Assignment Of Registration Rights dated
February 22, 2000 between the Siemens A.G. and the
Selling Shareholders.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
March 27, 2000 SIEMENS AKTIENGESELLSCHAFT
By: /s/ Andreas Mattes
--------------------
Name: Andreas Mattes
Title: President, Siemens AG ICN EN
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SCHEDULE I
The name and position of each of the executive officers and
members of the Managing Board of Directors of Siemens A.G. are set forth below.
Each of these persons is a Member of the Managing Board of Directors of Siemens
AG and each of these persons is a citizen of the Federal Republic of Germany.
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NAME POSITION WITH SIEMENS A.G. AND PRINCIPAL BUSINESS ADDRESS
OCCUPATION
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Dr. Heinrich von Pierer President and CEO, Wittelsbacherplatz 2
Head of Corporate Planning and Development D-80333 Munich
Department Federal Republic of
Germany
Dr. Volker Jung Special Responsibilities: Wittelsbacherplatz 2
Components, Information and D-80333 Munich
Communications Business Segments, Federal Republic of
Regions Africa, Middle East, C.I.S. Germany
Mr. Roland Koch Head of Information and Communication Hofmannstrasse 51
Networks Group D-81359 Munich
Federal Republic of
Germany
Dr. Edward G. Krubasik Special Responsibilities: Werner-von-Siemens-Strasse
Industry and Transportation Business 50
Segments D-91052 Erlangen
Federal Republic of
Germany
Mr. Heinz Joachim Neuburger Chief Financial Officer Wittelsbacherplatz 2
Head of Corporate Finance Department, D-80333 Munich
Special Responsibilities: Federal Republic of
Financial Services Germany
Prof. Peter Pribilla Head of Corporate Human Resources Wittelsbacherplatz 2
Department, D-80333 Munich
Special Responsibilities: Region the Federal Republic of
Americas Germany
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NAME POSITION WITH SIEMENS A.G. AND PRINCIPAL BUSINESS ADDRESS
OCCUPATION
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Mr. Jurgen Radomski Special Responsibilities: Werner-von-Siemens-Strasse
Health Care and Lightning Business 50
Segments, D-91052 Erlangen
Region Europe Federal Republic of
Germany
Dr. Claus Weyrich Head of Corporate Technology Department Otto-Hahn-Ring 6
D-81739 Munich
Federal Republic of
Germany
Dr. Gunther Wilhelm Special Responsibilities: Werner-von-Siemens-Strasse
Energy Business Segments, 50
Regions Asia, Australia D-91052 Erlangen
Federal Republic of
Germany
Dr. Klaus Wucherer Head of Automation and Drives Group Gleiwitzerstrasse 555
D-90475 Nuremberg
Federal Republic of
Germany
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EXHIBIT INDEX
EXHIBIT DOC. NO.
Exhibit 1 Share Purchase Agreement dated February 22, 2000 between EX-99.1
the Issuer, Siemens A.G. and the Selling Shareholders.
Exhibit 2 Voting Agreement dated March 17, 2000 between the Siemens EX-99.2
A.G. and the Selling Shareholders.
Exhibit 3 Assignment Of Registration Rights dated February 22, 2000 EX-99.3
between the Siemens A.G. and the Selling Shareholders.
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SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into on this
22nd-day of February 2000.
BY AND BETWEEN:
(1) The persons whose names and addresses are set out in the first column of
EXHIBIT 1 (the "SELLING SHAREHOLDERS"); and
(2) SIEMENS Aktiengesellschaft of Hofmannstrasse 51, D-81359, Munich, Germany
(the "PURCHASER"); and
(3) RADVision Ltd. of Raoul Wallenberg Street, Tel Aviv 69719, Israel (the
"COMPANY" and collectively with the Selling Shareholders, the "SELLERS").
WHEREAS:
The Company has filed a registration statement with the U.S. Securities
and Exchange Commission for the purpose of an initial public offering
(the "IPO") of its ordinary shares, par value NIS 0.1 per share (the
"ORDINARY SHARES"); and
II. The Purchaser desires to purchase an aggregate of 1,625,228 Ordinary
Shares (the "SHARES") from the Selling Shareholders and the Company,
subject to and in accordance with the terms and conditions set forth
herein; and
III. The Selling Shareholders desire to sell to the Purchaser 1,259,461 of
the Shares (the "SELLING SHAREHOLDERS' SHARES") and the Company desires
to sell to the Purchaser 365,767 of the Shares (the "COMPANY'S
SHARES"), in each case subject to the terms and conditions set forth
herein.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PREAMBLE AND DEFINITIONS
1.1. The preamble to this Agreement and the exhibits and schedules attached
hereto form an integral part of this Agreement.
1.2. In this Agreement and in the exhibits and schedules hereto, unless the
context otherwise requires, the following terms shall bear the meanings
set forth opposite them:
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"Closing" The consummation of the transactions
contemplated by this Agreement as
provided in Section 3.
"Registration Statement" The Company's Registration Statement
on Form F-1 (File No. 333- ), as
amended, initially filed with the
U.S. Securities and Exchange
Commission on February __, 2000
attached hereto as SCHEDULE 1.1.
2. SALE AND PURCHASE OF SHARES
2.1. Subject to the terms and conditions of this Agreement, (i) the Selling
Shareholders agree to sell to the Purchaser, and the Purchaser agrees,
upon the basis of the representations and warranties contained herein,
to purchase from the Selling Shareholders, the Selling Shareholders'
Shares free and clear of any pledges, encumbrances, attachments or any
other third party rights of any nature whatsoever; and (ii) the
Company agrees to sell to the Purchaser, and the Purchaser agrees,
upon the basis of the representations and warranties contained herein,
to purchase from the Company, the Company's Shares free and clear of
any pledges, encumbrances, attachments or any other third party rights
of any nature whatsoever; all of the Shares having all of the rights,
preferences, privileges and restrictions set forth in the form of
amended Articles of Association of the Company (the "New Articles") to
be adopted immediately prior to the closing of the IPO; provided,
that, notwithstanding anything herein to the contrary, the Sellers
shall not be obligated to sell the Shares to the Purchaser unless the
Purchaser purchases all 1,625,228 Shares and the Purchaser shall not
be obligated to buy the Shares from the Sellers unless the Sellers
sell all 1,625,228 Shares. The Purchase and sale of the Shares is
intended to be a private placement and not a public offering or part
of a public offering.
2.2. Each of the Selling Shareholders hereby waives, with respect to the
Shares to be sold to the Purchaser hereunder, any right of first
refusal, pre-emption or any other right which may be conferred on it
by the Articles of Association of the Company in effect on the date
hereof, by any agreement relating to the Ordinary Shares or otherwise.
2.3. To the extent that any of the Selling Shareholders holds Shares as a
trustee for others, it shall be the responsibility of each such
Selling Shareholder to procure all releases and/or waivers from all
persons for whom such Selling Shareholder holds such Shares in trust.
The Selling Shareholders will deliver at the Closing evidence of such
release or waiver in a form reasonably satisfactory to the Purchaser.
3. CLOSING
3.1. The purchase and sale of the Shares shall be held at the Company's
offices on Raoul Wallenberg Street, Tel Aviv, on the business day of
the closing of the IPO at 15:00 (local time) or, if later, upon
satisfaction or waiver by the parties hereto of each of the conditions
set forth in Section 4 (such date, the "Closing Date"). At the
Closing, the following transactions shall occur, which transactions
shall be deemed to take place simultaneously and none of them shall be
completed or deemed to be completed until all shall have occurred:
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3.1.1 Each of the Selling Shareholders shall execute and deliver
to the Company a share transfer deed, in the form required
to effect the transfer of the number of the Selling
Shareholders' Shares set forth opposite their name on
Exhibit 2.1 hereto.
3.1.2 Each of the Selling Shareholders shall deliver to the
Company its old share certificate or certify in writing
that he lost such share certificate or the Company shall
declare that a share certificate was never issued to such
Selling Shareholder.
3.1.3 The Company shall deliver to the Purchaser, to be held in
escrow by the Escrow Agent as defined below until all
Closing conditions have been fulfilled, a certified copy of
a resolution of the Board of Directors of the Company
issuing and allotting the Company's Shares to the
Purchaser, together with a duly completed notice of such
issuance to the Israel Registrar of Companies in form and
substance acceptable for immediate filing with the Israel
Registrar of Companies.
3.1.4 The Company shall register the Purchaser in its register of
shareholders as the owner of the Shares and shall have the
American stock transfer agent issue to the Purchaser a
validly executed share certificate representing the Shares
within three (3) business days of the Closing.
3.1.5 The Company shall delive to the Purchaser, to be held in
escrow by the Escrow Agent as defined below until all
Closing conditions have been fulfilled, a duly executed
certificate of confirmation from the Secretary of the
Company certifying that the Purchaser has been duly
registered in the registry of shareholders of the Company
as the owner of the Shares.
3.1.6 Each of the Selling Shareholders, the Company and the
Purchaser shall deliver to the other Parties a written
confirmation attesting that all of the representations,
warranties and undertakings provided by it this Agreement
are true, correct and effective on and as of the Closing
Date.
3.1.7 In consideration for the Shares, the Purchaser shall
deposit with the Escrow Agent (as defined hereunder) for
the benefit of the Sellers the Purchase Price (as defined
hereunder) less any tax which is required to be withheld
pursuant to law, to be transferred to the Escrow Agent's
bank account [details of which shall be provided to the
Purchaser in writing at least 5 business days prior to the
Closing Date], in readily available liquid funds, such
funds shall be credited to such account immediately by bank
transfer executed at the Closing.
For purposes of this Agreement, the "PURCHASE PRICE" shall
equal the number of the Shares (transferred and issued)
multiplied by the Per Share Purchase Price (as defined
hereinafter). The "PER SHARE PURCHASE PRICE" shall equal
the per share price of the Company's Ordinary Shares to be
offered to the public in the IPO prior to any public
trading, excluding any underwriting discounts and
commissions, provided that in no event shall the Per Share
Purchase Price exceed U.S.$17.00.
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3.2. The Sellers hereby irrevocably appoint Advocate Israel Kantor as
trustee (the "ESCROW AGENT") to receive the Purchase Price due by the
Purchaser to the Sellers hereunder. The Escrow Agent shall transfer
the Purchase Price to RAD Data Communications Ltd. (the "Payment
Agent") once all of the Closing conditions have been fulfilled. The
Sellers confirm and acknowledge that payments made by the Purchaser or
the Escrow Agent to the Payment Agent and acknowledged as received by
the Payment Agent shall constitute good and sufficient receipt of such
payments as if the payments were made directly to the Sellers. The
Purchaser and Escrow Agent shall have no responsibility for the
allocation by the Payment Agent among the Sellers of any sum paid by
the Purchaser or the Escrow Agent to the Payment Agent.
3.3. For the avoidance of doubt and without derogating from any other
documents and agreements which may exist between the parties, it is
hereby clarified that the Purchase Price to be paid at the Closing
shall be full and complete consideration for the Shares and the
Sellers, or any of them, shall not be entitled to any other payment of
any nature whatsoever with respect to the Shares.
4. CLOSING CONDITIONS
4.1. The obligation of the Purchaser to purchase the Shares, and of the
Sellers to sell the Shares, at the Closing shall be subject to the
satisfaction or waiver of the following conditions precedent on or
prior to the Closing Date:
4.1.1. The Voting Agreement among the Purchaser and certain of the
Selling Shareholders, in the form attached hereto as Exhibit
4.1.1 (the "Voting Agreement"), shall have been executed and
delivered by all the parties thereto.
4.1.2. The Umbrella License Agreement between the Company and the
Purchaser in the form attached hereto as Exhibit 4.1.2 (the
"License Agreement"), shall have been executed and delivered by
all the parties thereto.
4.1.3. The execution and the delivery of this Agreement and the
consummation of the transactions contemplated hereby shall have
been approved by the following regulatory authorities: (i) the
Investment Center of the Israeli Ministry of Industry and Trade
and (ii) the Office of the Chief Scientist of the Ministry of
Industry and Trade.
4.1.4. The closing of the IPO of the Company's Ordinary Shares shall
have occurred.
4.1.5. All documents to be delivered by the Company and the Selling
Shareholders pursuant to Section 3 above shall be delivered.
4.1.6. The New Articles shall have been duly adopted.
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5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents
and warrants to the Purchaser as follows:
5.1. ORGANIZATION AND GOOD STANDING. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Israel and has all requisite corporate power and authority to
carry on its business as now conducted.
5.2. AUTHORIZATION. All corporate action on the part of the Company and its
officers, directors and shareholders necessary for the authorization,
execution and delivery of this Agreement, the performance of the
obligations of the Company hereunder and the authorization, issuance
and delivery of the Company's Shares has been taken or will be taken
prior to the Closing. Except as set forth in Section 4.1.3 hereof, no
consent, approval, order, license, permit, action by, or authorization
of or designation, declaration, or filing with any governmental
authority, domestic or foreign, is required in connection with the
valid execution, delivery and performance of this Agreement or the
offer, sale and/or issuance of the Shares.
5.3. BINDING EFFECT. This Agreement constitutes a valid and binding
agreement of the Company, enforceable against the Company in
accordance with its terms.
5.4. NO CONFLICTS. The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby and the
compliance with the terms and provisions hereof will not conflict
with, result in a breach or violation of, or constitute a default
under (i) the Company's Memorandum of Association, and the New
Articles; (ii) any contract, agreement, lease, license or commitment
to which the Company is a party or to which it is subject; (iii) any
judgment, order, injunction, decree or ruling of any court or
governmental authority, domestic or foreign, to which the Company is
subject; and/or (iv) applicable law.
5.5. COMPANY'S SHARES. The Company's Shares, when issued, sold and
delivered in accordance with the terms hereof for the consideration
expressed, will be duly and validly issued, fully paid and
nonassessable. Furthermore, the Company's Shares, when issued, shall
be free and clear of any pledges, encumbrances, attachments or any
other third party rights of any nature whatsoever.
5.6. EXEMPTION FROM REGISTRATION. Assuming the accuracy of the Purchaser's
representations set forth in Section 7 hereof, the offer, sale and
issuance of the Company's Shares to the Purchaser on the Closing Date
as contemplated by this Agreement are exempt from the registration
requirements of the Securities Act of 1933, as amended (the
"SECURITIES ACT").
5.7. DISCLOSURE. On the Closing Date, the Registration Statement: (i) does
not include any untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they
were made, not misleading.
5.8. ACCOUNTANTS AND FINANCIAL STATEMENTS. The accountants who have
certified or shall certify the financial statements filed or to be
filed with the Securities and Exchange Commission as part of the
Registration Statement are independent accountants as are required by
the Securities Act. The consolidated financial statements (including
all related notes and schedules) of the
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<PAGE>
Company and its subsidiaries contained in the Registration Statement
are complete and correct and fairly present the financial position and
results of operations of the Company and its subsidiaries at the
respective dates and for the respective periods to which they apply.
Such financial statements have been prepared in accordance with
generally accepted principles of accounting consistently applied
throughout the periods involved.
5.9. TAX REPORTS AND LIABILITY. The Company has timely complied with all
requirements pertaining to the filing of tax returns and tax reports
and supplied the tax authorities with all required documentation and
information. The Company has duly and timely paid in full all taxes
shown as due on such returns and reports, except for such untimely
payment that would not have a material adverse effect on the Company,
or to the extent such taxes are accrued but not yet due, has
adequately reserved for the timely payment of any and all such taxes
when due. The Company is unaware of any unpaid tax liability or
potential tax liability of the Company pertaining to any period or
event prior to the date of the execution of this Agreement.
6. REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS Each of the
Selling Shareholders hereby represents and warrants to the Purchaser as
follows:
6.1. ORGANIZATION AND GOOD STANDING. Such Seller is a corporation, limited
partnership or limited liability company, as applicable, duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization.
6.2. AUTHORIZATION. All corporate action on the part of such Seller, and
its officers, directors and shareholders necessary for the
authorization, execution and delivery of this Agreement, the
performance of all obligations of such Seller hereunder, and the
transfer and delivery of such Selling Shareholders' Shares has been
taken or will be taken prior to the Closing.
6.3. BINDING EFFECT. This Agreement constitutes a valid and binding
agreement of such Selling Shareholder, enforceable against such
Selling Shareholder in accordance with its terms.
6.4. NO CONFLICTS. The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby and the
compliance with the terms and provisions hereof will not conflict
with, result in a breach or violation of, or constitute a default
under (i) such Selling Shareholders' organizational documents; or (ii)
any contract or agreement to which such Selling Shareholder is a
party, except in the case of clause (ii) for such conflict, breach,
violation or default which would not have a material adverse effect on
such Selling Shareholders' business, financial condition or results of
operations.
6.5. REGISTRATION STATEMENT. Such Selling Shareholder is familiar with the
Registration Statement and has no knowledge of any material fact,
condition or information not disclosed in the Registration Statement
which has materially adversely affected or may materially adversely
affect the business of the Company or any of its subsidiaries; and the
sale of the Selling Shareholders' Shares owned by such Selling
Shareholder pursuant hereto is not prompted by any information
concerning the Company or any of its subsidiaries which is not set
forth in the Registration Statement.
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<PAGE>
6.6. TITLE. Such Seller is the record owner of the number of the Selling
Shareholders' Shares set forth opposite the name of such Selling
Shareholder on Exhibit 2.1 hereto and has good and marketable title to
such Shares, free and clear of any pledges, encumbrances, attachments
or any other third party right of any nature whatsoever with respect
to such Shares.
7. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby
represents and warrants to each of the Sellers as follows:
7.1. ORGANIZATION AND GOOD STANDING. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of
Germany.
7.2. AUTHORIZATION. All corporate action on the part of the Purchaser, and
its officers, directors and shareholders necessary for the purchase of
the Shares pursuant to this Agreement and the performance of its
obligations hereunder has been taken or will be taken prior to the
Closing.
7.3. BINDING EFFECT. This Agreement constitutes a valid and binding
agreement of the Purchaser, enforceable against the Purchaser in
accordance with its terms.
7.4. NO CONFLICTS. The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby and the
compliance with the terms and provisions hereof will not conflict
with, result in a breach or violation of, or constitute a default
under (i) the Purchaser's organizational documents; and (ii) any
contract or agreement to which the Purchaser is a party, except in
the case of clause (ii) for such conflict, breach, violation or
default which would not have a material adverse effect on the
Purchaser's business, financial condition or results of operations.
7.5. PURCHASE ENTIRELY FOR OWN ACCOUNT. The Shares will be acquired for
investment for the Purchaser's own account, not as a nominee or agent,
and not with a view to the immediate resale or distribution of any
part thereof, and the Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the Shares.
7.6. AVAILABLE INFORMATION. The Purchaser has received the following
information: the Registration Statement, audited financial statements
for the year ending December 31, 1999 included in the Registration
Statement and the Business Plan for Year 2000 prior to making its
decision to purchase the Shares.
7.7. INVESTMENT EXPERIENCE. The Purchaser is experienced in evaluating and
investing in securities of companies in the software and information
technology industry. and acknowledges that it is able to fend for
itself, can bear the economic risk of the investment in the Shares,
and has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the
investment in the Shares. The Purchaser has not been organized solely
for the purpose of acquiring the Shares.
7.8. ACCREDITED INVESTOR. The Purchaser is an "accredited investor," as
that term is defined in Rule 501 of Regulation D of the Securities
Act.
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<PAGE>
7.9. PURCHASER NOT A U.S. PERSON. The Purchaser is not a "U.S. Person"
within the meaning of Rule 902(k) of Regulation S of the Securities
Act.
7.10. PURCHASE MADE IN AN "OFFSHORE TRANSACTION" WITH "NO DIRECTED SELLING
EFFORTS WITHIN THE UNITED STATES." The Purchaser was not physically
present in the United States when the Purchaser was offered the Shares
and the offer was not accompanied by any form of advertising in the
United States or other "directed selling efforts" within the United
States within the meaning of Rule 902(c) of Regulation S of the
Securities Act.
7.11. BROKERAGE COMMISSIONS. No broker's commissions were, or will be
required to be, paid by the Purchaser in connection with this
transaction.
8. REGISTRATION RIGHTS AND STAMP DUTY
8.1 The Selling Shareholders shall assign to the Purchaser the
registration rights attached to the Shares sold by them. Said
assignment shall be effectuated at the Closing.
8.2 The Company shall pay the stamp duty due on the issuance of the
Company's Shares.
9. COVENANTS OF THE PURCHASER
9.1. LOCK UP. Prior to the date which is 270 days after the closing of the
IPO (the "LOCKUP DATE"), the Purchaser shall not, directly or
indirectly, Transfer (as defined below) or offer to Transfer any of
the Shares, and the Purchaser shall sign an undertaking addressed to
the underwriters in the form set forth in Exhibit 8.1 to such effect.
In order to enforce the transfer restrictions set forth in the prior
sentence, the Company may impose stop-transfer instructions with
respect to the Shares until the Lockup Date. As used in this
Agreement, the term "TRANSFER" shall mean any sale, transfer,
assignment, hypothecation, encumbrance or other disposition, whether
voluntary or involuntary, of any of the Shares, except for a transfer
to a member of the Siemens Group provided that the transferre shall be
bound by all obligations under this Agreement, including, but not
limited to Exhibit 8.1. In the case of a hypothecation, the Transfer
shall be deemed to occur both at the time of the initial pledge and at
any pledgee's sale or a sale by any secured creditor or a retention by
the secured creditor of the pledged Shares in complete or partial
satisfaction of the indebtedness for which the Shares are security.
9.2. MARKET STAND-OFF. In addition to the transfer restrictions set forth
in Section 8.1 (which shall in no way be limited by the following), in
connection with any underwritten public offering by the Company of its
equity securities pursuant to an effective registration statement
filed under the Securities Act, the Purchaser shall not Transfer or
offer to Transfer any of the Shares without the prior written consent
of the Company and its underwriters. Such restriction (the "Market
Stand-Off") shall be in effect for such period of time from and after
the effective date of the final prospectus for the offering as may be
requested by the Company or such underwriters; provided, however, that
such Market Stand-Off shall not exceed 270 days from the Closing. In
order to enforce the Market Stand-Off, the Company may impose
stop-transfer instructions with respect to the Shares until the end of
the applicable stand-off period.
9.3. The Purchaser hereby declares that it will not make a hostile takeover
of the Company.
8
<PAGE>
9.4. LEGAL OBLIGATIONS. Immediately after the Closing, the Purchaser
undertakes to file all the necessary documents and reports required to
be filed by the Purchaser by any relevant authority, in Israel, the US
or elsewhere, and to abide by all the appropriate rules, regulations
and laws applying to a foriegn equity holder, including, without
limitation, undertaking towards the Office of Chief Scientist to
comply with the Research and Development Law and timely filing a
Schedule 13D reporting the acquisition of securities of a public
company with the US Securities and Exchange Commission.
9.5. RIGHT TO A DIRECTOR AND VOTING AGREEMENT. Upon the Closing, the
Purchaser shall be entitled to nominate one director on his behalf to
the Company's Board of Directors by way of a voting agreement. The
Board of Directors meetings, and the minutes thereof, shall be in the
English language. Directors of the Company and of its subsidiaries
shall be entitled to attend meetings of the Board of Directors by
means of a conference call, videoconference or similar means of
telecommunication which ensure that all participating directors are
able to hear each other simultaneously. The Purchaser and the Sellers
listed on Schedule 7 hereto agree to enter into an agreement under
which the foregoing rights of the Purchaser shall be included and to
vote the Ordinary Shares of the Company owned by each of them in favor
of the nomination of one representative of the Purchaser to the Board
of Directors of the Company, and as many other representatives of such
Sellers shall indicate (but in no event less then the number of
representatives as they have immediately prior to the IPO), as more
fully set forth in the Voting Agreement attached hereto.(including
certain instances whereby the board members may exclude a member).
10. DEFAULTING SELLING SHAREHOLDER. If, on the Closing Date, any Selling
Shareholder defaults in the performance of its obligations under this
Agreement, any of the remaining non-defaulting Selling Shareholders
shall have the option to sell the Selling Shareholders' Shares which
the defaulting Selling Shareholders agreed but failed to sell on such
Closing Date in the respective proportions which the number of Selling
Shareholders' Shares set forth opposite the name of each Selling
Shareholder in Exhibit 2.1 hereto who elects to sell additional
Ordinary Shares as a result of such default bears to the total number
of Selling Shareholders' Shares set forth opposite the names of all
the Selling Shareholders on Exhibit 1 hereto who elect to sell
additional Ordinary Shares as a result of such default. If none (or an
insufficient number) of the non-defaulting Selling Shareholders elect
to sell the Shares which the defaulting Selling Shareholders agreed
but failed to sell on the Closing Date, this Agreement shall terminate
without liability on the part of any non-defaulting Selling
Shareholders, the Company or the Purchaser. Nothing herein shall
derogate from the rights of the Purchaser, in law or equity, against
such a defaulting Selling Shareholder.
11. NOTICES
11.1. Any notice, declaration or other communication required or authorized
to be given by any party under this Agreement to any other party shall
be in writing and shall be personally delivered or sent by facsimile
transmission (with a copy by registered mail in either case) addressed
to the other party at the address stated below or such other address
as shall be specified by the party concerned by notice in accordance
with the provisions of this Section. Any notice shall be deemed to
have been received on the next following business day.
11.2. Addresses for the purposes of this Section are as follows:
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<PAGE>
Company: Yael Langer, Adv.
RADVision Ltd.
Raoul Wallenberg Street
Tel-Aviv 69719, Israel
Fax: (3) 6498248
Sellers: As appearing in the first column of Exhibit 1
with a copy to: Yael Langer, Adv.
RADVision Ltd. Legal Department
24 Raoul Wallenberg Street
Tel-Aviv 69719, Israel
Fax: (3) 6498248
Siemens: Hofmannstrasse 51
D-81359 Munich
Germany
Attention: Mr. Guenther Barth
Fax: (89) 7222 3365
With a copy to: Israel Kantor, Adv. and/or Royi Nachimzon, Adv.
Kantor, Elhanani, Tal & Co.
74-76 Rothschild Blvd.
Tel-Aviv 65785, Israel
Fax: (3) 5662960
Payment Agent: RAD Data Communications Ltd.
24 Raoul Wallenberg Street
Tel Aviv 69719
Attention: Eitan Abramovitch
Fax: (3) 648 7350
ESCROW AGENT: Israel Kantor, Adv.
Kantor, Elhanani, Tal & Co.
74-76 Rothschild Blvd.
Tel-Aviv 65785, Israel
Fax: (3) 5662960
12. GENERAL
12.1 This Agreement shall (except for any obligation fully performed
prior to or at the Closing Date) continue in full force and effect
(except for provisions which, in accordance with their express terms, are
limited in time or otherwise, insofar as they are so limited) after the
Closing Date notwithstanding that the Closing shall have occurred.
10
<PAGE>
12.2 All of the parties to this Agreement will after, as well as before
and upon, the Closing Date do all acts and things and sign and execute
all documents and deeds required for the purpose of implementing the
terms of this Agreement.
12.3 None of the rights or obligations under or pursuant to this
Agreement may be assigned or transferred to any other person or entity
without the written consent of all the parties hereto except that the
Sellers and the Purchaser may so transfer or assign to their respective
affiliates or between themselves, provided that: (i) the assignee shall
be an affiliate of the relevant party at the time it exercises any of its
rights or obligations hereunder; (ii) the assignor shall inform the other
parties hereto of such assignment at least 5 business days prior to it
being effected; (iii) the assignee shall agree in writing to be bound by
all of the terms hereof; (iv) the assignor shall remain liable for any
and all of its obligations under this Agreement.
12.4 This Agreement contains the whole agreement between the parties
relating to the transactions provided for in this Agreement and
supersedes all previous agreements, if any, between such parties in
respect of such matters and each of the parties to this Agreement
acknowledges that in agreeing to enter into this Agreement it has not
relied on any representations or warranties except for those contained in
this Agreement.
12.5 No failure or delay by any party hereto in exercising any claim,
remedy, right, power or privilege under this Agreement shall operate as a
waiver nor shall any single or partial exercise of any claim, remedy,
right, power or privilege preclude any further exercise thereof or
exercise of any other claim, right, power or privilege.
12.6 This Agreement may be executed in two or more counterparts each of
which shall be deemed an original but all of which constitute one and the
same instrument.
12.7 Except as expressly provided herein, this Agreement may be amended
or terminated, and any of the terms hereof waived, only by a document in
writing specifically referring to this Agreement and executed by the
parties hereto or, in the case of a waiver, by the party waiving
compliance. The failure of any party hereto at any time or times to
require performance of any provisions hereof shall in no manner affect
this right at a later time. No waiver by any party hereto of a breach of
any term contained in this Agreement, in any one or more instance, shall
be deemed or construed as a further or continuing waiver of any such
breach or a waiver of any breach of any other form.
12.8 All Ordinary Share numbers in this Agreement give effect to the
stock split and distribution of bonus shares which will take place
immediately prior to the closing of the IPO.
12.9 The timing and text of any public announcement regarding the
existence of this Agreement or the terms hereof shall be agreed between
the parties hereto, such agreement not to be unreasonably withheld and
shall also be approved by the Lead Underwriters of the IPO.
12.10 This Agreement shall not be construed as granting any rights to any
third party. In this Agreement, third party shall mean any person or
entity that is not a party to this Agreement.
13. GOVERNING LAW AND SERVICE OF PROCESS
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<PAGE>
13.1 This Agreement is subject to and shall be interpreted in accordance
with the laws of the State of Israel.
13.2 For the purposes of any claim under this Agreement, the addresses of
the Selling Shareholders for the purposes of service of process shall be
their addresses as set forth in the first column of Exhibit 1, or such
other address as any Selling Shareholder shall notify the Purchaser in
writing.
14. ARBITRATION
14.1 All disputes arising out of or in connection with this Agreement and
other agreements resulting herefrom, including any question regarding its
existence, validity or termination, shall be finally settled under the
Rules of Arbitration of the International Chamber of Commerce, Paris
France, by three arbitrators in accordance with the said rules. The seat
of arbitration shall be Tel Aviv, Israel. The procedural law of Israel
shall apply where the rules are silent. The language to be used in the
arbitration proceeding shall be English
14.2 The parties undertake to abide by and fully implement the
arbitration award rendered, and this Section 14 shall be deemed to be an
arbitration agreement in accordance with the Arbitration Law-1968.
14.3 Each of the parties or, if there are more than one plaintiff or
defendant, each of Yehuda Zisapel and Zohar Zisapel together on behalf of
the Sellers and the Purchaser shall nominate one arbitrator for
confirmation by the competent authority under the applicable rules
("APPOINTING AUTHORITY") within thirty (30) days. Both arbitrators shall
agree on the third arbitrator within 30 days. In the event that an
arbitrator is to be appointed by more than one party, and they fail to
agree upon the identity of such arbitrator within the aforesaid time
period, any other party to the arbitration may request that such
arbitrator be appointed by the Appointing Authority. Should the two
arbitrators fail, within the above time-limit, to reach agreement on the
third arbitrator, he shall be appointed by the Appointing Authority.
15. TERMINATION At any time prior to the Closing Date, the Company shall have
the right, in its sole reasonable discretion, to terminate this Agreement AB
INITIO without any liability or adverse affect or without it being considered a
breach of this Agreement, if the Company can substantiate by reasonable proof
that the applicable governmental authorities may prevent the IPO from going
forward or substantially delay the IPO process as a result of the transactions
contemplated by this Agreement. If the closing of the IPO does not occur within
sixty days of the effective date of this Agreement, the Purchaser shall have a
right, in its sole and absolute discretion, to terminate this Agreement AB
INITIO without any penalty, liability or adverse affect, and without such
termination being considered a breach of this Agreement.
12
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to
be signed by its duly authorized representatives as of the date first above
written.
SIEMENS Aktiengesellschaft
By: _______________________________
Name:
Title:
RADVision Ltd.
By: _______________________________
Name:
Title:
THE REST OF THIS PAGE IS LEFT INTENTONALLY BLANK
13
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SELLING SHAREHOLDER SIGNATURE
<S> <C>
Yehuda Zisapel By: _____________________________
23 Kisufim Street Name: ____________________________
Tel Aviv, Israel Title: ___________________________
Zohar Zisapel By: _____________________________
54 Pinchas Street Name: ____________________________
Tel Aviv, Israel Title: ___________________________
Michael & Klil Properties (93) Ltd. By: _____________________________
12 Hanechoshet Street Name: ____________________________
Tel Aviv 69710 Israel Title: ___________________________
Lomsha Ltd. By: _____________________________
12 Hanechoshet Street Name: ____________________________
Tel Aviv 69710 Israel Title: ___________________________
Amos Amir By: _____________________________
9 Eliahu Hacham Street Name: ____________________________
Tel Aviv, Israel Title: ___________________________
Plonit Achzakot Ltd. By: _____________________________
9 Eliahu Hacham Street Name: ____________________________
Tel Aviv, Israel Title: ___________________________
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Nichsei Almonit Ltd. By: _____________________________
12 Hanechoshet Street Name: ____________________________
Tel Aviv 69710 Israel Title: ___________________________
RAD Data Communications Ltd. By: _____________________________
12 Hanechoshet Street Name: ____________________________
Tel Aviv 69710 Israel Title: ___________________________
Efraim Wachtel By: _____________________________
20 Hagefen Street Name: ____________________________
Raanana, Israel Title: ___________________________
Daniella Ilan By: _____________________________
12 Eliahu Hakim Street Name: ____________________________
Tel Aviv, Israel Title: ___________________________
Yoram Holtz By: _____________________________
18 Hakotzer Street Name: ____________________________
Ramat Hasharon, Israel Title: ___________________________
Dario Zipris By: _____________________________
9/5 Ussiskin Street Name: ____________________________
Ramat Hasharon, Israel Title: ___________________________
Ilan Seidner By: _____________________________
3A Kushani Street Name: ____________________________
Ramat Aviv Title: ___________________________
Arie Oren By: _____________________________
8 Tana Street Name: ____________________________
Rosh Haayin, Israel Title: ___________________________
Aaron Strossberg By: _____________________________
16 Brodetsky Street Name: ____________________________
Rishon Lezion, Israel Title: ___________________________
Eitan Abramovitch By: _____________________________
27 Hahatzav Street Name: ____________________________
Mevasseret Zion, Israel Title: ___________________________
Eli Luz By: _____________________________
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
c/o Trust Company of Maritime Bank of Israel Ltd. Name: ____________________________
35 Ahad Ha'am Street Title: ___________________________
Tel Aviv, Israel
Lerosh Investments Ltd. By: _____________________________
c/o Trust Company of Maritime Bank of Israel Ltd. Name: ____________________________
35 Ahad Ha'am Street Title: ___________________________
Tel Aviv, Israel
Trust Company of Maritime Bank of Israel Ltd. By: _____________________________
35 Ahad Ha'am Street Name: ____________________________
Tel Aviv, Israel Title: ___________________________
ECI Telecom Ltd. By: _____________________________
30 Hasivim Street Name: ____________________________
Petach Tikva, Israel Title: ___________________________
Factory Systemes SA By: _____________________________
22, Rue Vladimir Jankelevitch Emerainville, 77437 Name: ____________________________
Marne La Vallee Cedex 2, France Title: ___________________________
Clal Venture Capital LP By: _____________________________
Atidim Technology Park, Bldg. 4 Name: ____________________________
Tel Aviv, Israel Title: ___________________________
Robert Freeman By: _____________________________
407 Robbins Road Name: ____________________________
Neptune, New Jersey Title: ___________________________
Shrem Pudim Kelner Trust Company Ltd. By: _____________________________
21 Haarbaah Street Name: ____________________________
Tel Aviv, Israel Title: ___________________________
Evergreen Canada Israel Management Ltd. By: _____________________________
c/o Evergreen Israel Name: ____________________________
96 Rothschild Blvd. Title: ___________________________
Tel Aviv, Israel
IJT Technologies Ltd. By: _____________________________
c/o Evergreen Israel Name: ____________________________
96 Rothschild Blvd. Title: ___________________________
Tel Aviv, Israel
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Periscope I Fund LP, an Israeli partnership By: _____________________________
c/o Evergreen Israel Name: ____________________________
96 Rothschild Blvd. Title: ___________________________
Tel Aviv, Israel
Periscope I Fund LP, a Delaware partnership By: _____________________________
c/o Evergreen Israel Name: ____________________________
96 Rothschild Blvd. Title: ___________________________
Tel Aviv, Israel
</TABLE>
17
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") made and entered into as of the
___ day of March, 2000 by and between (1) the persons listed in Schedule I
hereto (the "Existing Shareholders"); and (2) Siemens Aktiengesellschaft (the
"New Shareholder", and together with the Existing Shareholders, collectively
referred to herein as the "Parties").
WHEREAS, the Existing Shareholders, RADVision Ltd. (the "Company") and
the New Shareholder have entered into a Share Purchase Agreement dated February
22, 2000 (the "Share Purchase Agreement"), under which the New Shareholder is
acquiring ordinary shares of the Company, par value NIS 0.1 per share (the
"Ordinary Shares") from the Existing Shareholders and the Company; and
WHEREAS, pursuant to the terms of the Share Purchase Agreement, the
Parties have agreed to enter into an agreement with respect to the voting of the
Ordinary Shares held by each of the Parties.
NOW, THEREFORE, the Parties agree as follows:
1. INTERPRETATION
1.1. The recitals to this Agreement constitute an integral part hereof.
1.2. In this Agreement, all capitalized terms which are not defined herein
shall have the meaning ascribed to such terms in the Share Purchase
Agreement.
2. TERM
Subject to Section 4 hereof, the initial term of this Agreement shall
be for three years from the Closing Date, and thereafter shall be automatically
extended for two successive additional one year periods, unless terminated by
any of the Parties upon written notice to the other Parties given at least sixty
(60) days prior to the expiration date of the then current term.
3. AGREEMENT TO VOTE FOR DIRECTORS
3.1 Each of the Parties hereby agrees to vote, either in person or by its
nominee or proxy, all Ordinary Shares beneficially owned, directly or
indirectly, by such Party on the date hereof or hereafter acquired, at a
regular or special meeting of the Company's shareholders (or by written
consent) at which the directors ("Directors") of the Company's board of
directors (the "Board") are to be elected, in favor of a slate of Directors
consisting of: (i) one nominee of the New Shareholder to the Board, and
(ii) as many other representatives that such Selling Shareholders shall
unanimously
<PAGE>
indicate (but in no event less than the number and identity of
representatives as they have immediately prior to the IPO).
The Parties further agree to cause the existing Board, and future Boards,
to nominate for election such persons in any proxy statement and written
ballot sent to the shareholders of the Company in connection with such
election or meeting.
3.2 At least three days in advance of each regular or special meeting of the
Company's shareholders at which the Directors of the Board are to be
elected, the Parties entitled to select nominees to the Board will notify
the other Parties of the identity of the nominee(s) to be elected to the
Board in accordance with Section 3.1 above.
3.3 Upon the Closing, the nominee of the New Shareholder shall be appointed as
a Director to the Board in accordance with Article 88 of the Company's
Articles of Association, or by the convention of a regular or special
meeting.
4. TERMINATION OF DIRECTORSHIP
In the event that all Directors, except for one Director, decide in good faith
and believing it to be in the best interests of the Company and can substantiate
their decision by reasonable proof that the continuing presence of any Director
appointed by a Party pursuant to Section 3 hereof as a Director of the Board may
damage the business prospects of the Company, then (i) the right of such Party
to appoint a Director under this Agreement shall immediately terminate and such
Board Member shall immediately resign from the Board, (ii) the other Parties
shall be released from any obligation to vote their Ordinary Shares in favor of
such Party's nominee, and such Party shall be released from its obligations to
vote as well and (iii) the Parties shall take all actions necessary, including,
without limitation, convening a meeting of shareholders, to effect the removal
of such Director from the Board.
5. TRANSFER AND PLEDGE OF ORDINARY SHARES
5.1 Ordinary Shares of a Party to this Agreement transferred to an
Affiliate or to another Party to this Agreement shall continue to be bound by
this Agreement.
For purposes of this Agreement, an "Affiliate" shall mean a 'relative'
(as such term is defined in the Companies Law-1999) and/or any entity in which a
Party hereto, or a 'relative' of a Party hereto, holds an equity interest.
5.2 Any pledge, mortgage, hypothecation, encumbrance and the like
(collectively referred as the "Pledge") of the Ordinary Shares owned by the
Parties hereto shall be subject to: (i) the inclusion of the provisions of this
Agreement in the Pledge documents; and (ii) the written commitment of the
Pledgee to be bound by, and comply with, the provisions of this Agreement,
including the commitment of the Pledgee to bind any transferees to such a
commitment should it exercise the Pledge.
2
<PAGE>
6. REMEDIES
The Parties acknowledge that time is of the essence under this
Agreement for the performance of the acts contemplated hereunder and that this
Agreement, and each provision contained herein, is subject to specific
performance by any court of competent jurisdiction.
7. NOTICES
All notices or other communications required or permitted hereunder
shall be in writing (except as otherwise provided herein) and shall be deemed
duly given when received by delivery in person, by facsimile, telex or telegram
or by an overnight courier service addressed to the address of the respective
Party set forth opposite the name of such Party on Schedule I hereto.
8. SUCCESSORS
The terms and conditions of this Agreement shall inure to the benefit
and be binding upon the respective successors of the Parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the Parties or their respective successors and assigns, any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
9. GOVERNING LAW AND ARBITRATION
9.1 This Agreement is subject to and shall be interpreted in accordance
with, the laws of the State of Israel.
9.2 Without derogating from that stated in section 6 above, the Parties
hereto agree that the Arbitration provision of the Share Purchase Agreement
shall be binding upon them with respect to this Agreement and any and all issues
and disputes arising hereunder.
3
<PAGE>
IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the
date first above-mentioned.
<TABLE>
<CAPTION>
<S> <C>
Siemens Aktiengesellschaft Amos Amir
By:_______________________ __________________________
Name:
Title:
Yehuda Zisapel Zohar Zisapel
_________________________ __________________________
Plonit Achzakot Ltd. Nichsei Almonit Ltd.
By:_______________________ By:_______________________
Name: Name:
Title: Title:
Michael and Klil Holdings (93) Ltd. Evergreen Canada Israel Management Ltd.
By:_______________________ By:_______________________
Name: Name:
Title: Title:
Lomsha Ltd. Periscope I Fund, Israeli Partnership
By:_______________________ By:_______________________
Name: Name:
Title: Title:
RAD Data Communications Ltd. Periscope I Fund, LP
By:_______________________ By:_______________________
Name: Name:
Title: Title:
Clal Venture Capital Fund LP IJT Technologies Ltd.
By:_______________________ By:_______________________
Name: Name:
Title: Title:
</TABLE>
4
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
PARTY ADDRESS
<S> <C>
Yehuda Zisapel Atidim Technllogical Park, Building No. 4,
Tel-Aviv
Zohar Zisapel 12, Hanechoshet Street, Tel-Aviv
Michael and Klil Holdings (93) Ltd. 12, Hanechoshet Street, Tel-Aviv
Lomsha Ltd. 12, Hanechoshet Street, Tel-Aviv
RAD Data Communications Ltd. 12, Hanechoshet Street, Tel-Aviv
Amos Amir Eliahu Hakim 9/3, Tel-Aviv
Plonit Achzakot Ltd. Eliahu Hakim 9/3, Tel-Aviv
Nichsei Almonit Ltd. Eliahu Hakim 9/3, Tel-Aviv
Clal Venture Capital Fund LP Atidim Technllogical Park, Building No. 4,
Tel-Aviv
Evergreen Canada Israel Management Ltd. 96 Rothschild Blvd.
Tel-Aviv 65224
Periscope I Fund, Israeli Partnership 96 Rothschild Blvd.
Tel-Aviv 65224
Periscope I Fund, LP 96 Rothschild Blvd.
Tel-Aviv 65224
IJT Technologies Ltd. 96 Rothschild Blvd.
Tel-Aviv 65224
</TABLE>
5
ASSIGNMENT OF REGISTRATION RIGHTS
Each of the undersigned (collectively the "Transferors") hereby assigns to
SIEMENS AKTIENGESELLSCHAFT (the "Transferee") any and all of its rights to cause
RADVision Ltd. (the "COMPANY") to register the Shares (as such term is defined
hereunder) for trading on any securities exchange at which the Company's shares
are trading (the "Registration Rights") as described in Annex A that is attached
hereto, and the Transferee hereby accepts the said assignment of the
Registration Rights and agrees to be bound by all of the terms and conditions to
which such Transferor was bound at the time of the execution of this deed with
respect to the Registration Rights of the Shares.
For purposes of this deed, the following term shall bear the meaning ascribed to
it, as follows:
"SHARES" - The Company's ordinary shares par value NIS 0.1 per
share, sold by each of the Transferors to the Transferee
pursuant to a Share Purchase Agreement dated February
22nd, 2000, a copy of which is attached hereto as ANNEX
B.
This deed shall be effective as of March 17th, 2000.
[SIGNATURES ATTACHED HERETO] __________________________
Transferors Transferee
By: ______________________
Title: ___________________
CONFIRMATION OF COMPANY
RADVision Ltd. hereby confirms that it has received notice of the
above-described assignment and that said assignment is binding upon it.
_____________________________
RADVision Ltd.
By: _________________________
Title: ______________________
<PAGE>
SIGNATURES OF TRANSFERORS:
[TO BE COMPLETED]
<PAGE>
ANNEX A
THE REGISTRATION RIGHTS
1. The registration rights of 971,432 ordinary shares par value NIS 0.1 per
share shall be pursuant to the terms and conditions of the share purchase
agreements, dated April 18th, 19th, 26th and 27th 1995, by and between
the Company and, INTER ALIA, the Transferors or any of them (as
applicable).
2. The registration rights of 35,970 ordinary shares par value NIS 0.1 per
share shall be pursuant to the terms and conditions of a share purchase
agreement, dated September 12th, 1996, by and between the Company and,
INTER ALIA, the Transferors or any of them (as applicable).
3. The registration rights of 223,535 ordinary shares par value NIS 0.1 per
share shall be pursuant to the terms and conditions of a share purchase
agreement, dated May 12th, 1998, by and between the Company and, INTER
ALIA, the Transferors or any of them (as applicable).
