|
|
|
|
| 1. |
Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)
Mr. Zohar Zisapel
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS
PF
|
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
|
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
ISRAEL
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7. |
SOLE VOTING POWER
4,685,188*
|
| 8. |
SHARED VOTING POWER
187,213**
|
| 9. |
SOLE DISPOSITIVE POWER
4,685,188*
|
| 10. |
SHARED DISPOSITIVE POWER
187,213**
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,872,401*
|
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.94%***
|
| 14. |
TYPE OF REPORTING PERSON
IN
|
This Amendment No. 5 amends and
supplements the Tender Offer Statement on Schedule TO originally filed by Mr. Zohar
Zisapel, the Chairman of the Board of Directors of RADVISION Ltd. (“Radvision”)
and a principal shareholder of Radvision, on April 30, 2009 with the Securities and
Exchange Commission, and amended by Amendment No. 1 on May 11, 2009, Amendment No. 2 on
May 18, 2009, Amendment No. 3 on May 29, 2009 and Amendment No. 4 on June 11, 2009 (as
amended, the “Schedule TO”), in connection with his offer to purchase 971,394
outstanding ordinary shares, nominal (par) value NIS 0.10 per share (the
“Shares”), of Radvision, at $7.70 per Share, net to the seller in cash, less any
applicable withholding taxes, and without interest, upon the terms of, and subject to the
conditions to, the Offer to Purchase, dated April 30, 2009 (as amended, the “Offer to
Purchase”) and the related Letter of Transmittal, copies of which were previously
filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which,
together with any amendments or supplements thereto, constitute the “Offer”).
This Schedule TO is intended to
satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of
1934, as amended. The information contained in the Schedule TO, the Offer to Purchase and
the Letter of Transmittal is incorporated herein by reference in response to all of the
items of this Amendment No. 5 to the Schedule TO, except that such information is hereby
amended and supplemented to the extent specifically provided herein. Capitalized terms
used herein but not otherwise defined have the meaning ascribed to such terms in the Offer
to Purchase.
ITEM 11. ADDITIONAL INFORMATION.
Item
11 of the Schedule TO, which incorporates by reference the information contained in the
Offer to Purchase, is hereby amended and supplemented as follows:
“On
June 25, 2009, Mr. Zisapel issued a press release announcing the final results of the
Offer. The Offer expired on Thursday, June 25, 2009 at 10:00 a.m., New York time, or 5:00
p.m., Israel time. As of the expiration date of the Offer, based on the final results
provided by the U.S. Depositary and by the Israeli Depositary, 175,338 Radvision shares,
or approximately 0.9% of the outstanding Radvision shares, had been validly tendered and
not withdrawn. The Offer included a statutory condition that Radvision shares representing
at least 5.0% of the outstanding Radvision shares be validly tendered and not withdrawn.
The minimum condition of the Offer was not met and therefore none of the tendered shares
will be accepted. The tendered shares not previously withdrawn will be returned promptly
to their respective tendering shareholders. A copy of the press release is attached hereto
as Exhibit (a)(5)(F) and is incorporated herein by reference.”
ITEM 12. EXHIBITS.
| (a)(1)(A) |
|
Offer
to Purchase dated April 30, 2009.* |
| (a)(1)(B) |
|
Letter
of Transmittal.* |
| (a)(1)(C) |
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| (a)(1)(D) |
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.* |
| (a)(1)(E) |
|
Guidelines
for Certification of Taxpayer Identification Number on Substitute W-9.* |
| (a)(1)(F) |
|
Notice
of Objection.* |
| (a)(5)(A) |
|
Text
of Press Release issued by Mr. Zisapel on April 30, 2009.* |
| (a)(5)(B) |
|
Form
of Cover of ‘Mifrat’ to be filed with the Israeli Securities
Authority on April 30, 2009. ** |
| (a)(5)(C) |
|
Form
of Acceptance Notices to be filed with the Israeli Securities Authority on
April 30, 2009.** |
| (a)(5)(D) |
|
Text of Press Release issued by Mr. Zisapel on May 29, 2009.* |
| (a)(5)(E) |
|
Text of Press Release issued by Mr. Zisapel on June 11, 2009.* |
| (a)(5)(F) |
|
Text of Press Release issued by Mr. Zisapel on June 25, 2009. |
| * |
Previously
filed with the Schedule TO. |
| ** |
Previously
filed with the Schedule TO. English translation from Hebrew. |
4
SIGNATURE
After due inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct.
|
|
/s/ Zohar Zisapel
——————————————
Zohar Zisapel |
Dated: June 25, 2009
5
EXHIBIT INDEX
| (a)(1)(A) |
|
Offer
to Purchase dated April 30, 2009.* |
| (a)(1)(B) |
|
Letter
of Transmittal.* |
| (a)(1)(C) |
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| (a)(1)(D) |
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.* |
| (a)(1)(E) |
|
Guidelines
for Certification of Taxpayer Identification Number on Substitute W-9.* |
| (a)(1)(F) |
|
Notice
of Objection.* |
| (a)(5)(A) |
|
Text
of Press Release issued by Mr. Zisapel on April 30, 2009.* |
| (a)(5)(B) |
|
Form
of Cover of ‘Mifrat’ to be filed with the Israeli Securities
Authority on April 30, 2009.** |
| (a)(5)(C) |
|
Form
of Acceptance Notices to be filed with the Israeli Securities Authority on
April 30, 2009.* * |
| (a)(5)(D) |
|
Text of Press Release issued by Mr. Zisapel on May 29, 2009.* |
| (a)(5)(E) |
|
Text of Press Release issued by Mr. Zisapel on June 11, 2009.* |
| (a)(5)(F) |
|
Text of Press Release issued by Mr. Zisapel on June 25, 2009. |
| * |
Previously
filed with the Schedule TO. |
| ** |
Previously
filed with the Schedule TO. English translation from Hebrew. |
6