As filed with the Securities and Exchange Commission on April 8, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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RADVISION LTD.
(Exact name of registrant as specified in its charter)
Israel None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24 Raoul Wallenberg Street, Tel Aviv, 69719, Israel
(Address of Principal Executive Offices) (Zip Code)
RADVISION LTD.
2000 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
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RADVision, Inc.
Attn: Eugene Wolf, President
575 Corporate Drive
Mahwah, New Jersey 07430
(Name and address of agent for service)
(201) 529-4300
(Telephone number, including area code, of agent for service)
Copies to:
Steven J. Glusband, Esq. Ori Rosen, Adv.
Carter Ledyard & Milburn LLP Danziger, Klagsbald, Rosen & Co.
2 Wall Street Gibor Sport Building
New York, New York 10005 28 Bezalel Street
(212)732-3200 Ramat-Gan 52521, Israel
972-3-611-0700
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities to Amount to be offering price per aggregate offering registration
be registered registered share price fee
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Ordinary Shares, par
value NIS 0.1 per share 748,997 shares $5.24(1) $3,924,744.28 $361.08 (2)
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(1) Calculated pursuant to Rule 457(h) and (c) on the basis of the average of
the high and low prices ($5.33 and $5.15) of an Ordinary Share as quoted on
the Nasdaq National Market System on April 4, 2003.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum aggregate offering price multiplied by .000092.
Ordinary Shares of the Registrant for issuance pursuant to the Plan have
previously been registered under a Registration Statement on Form S-8
(Registration No. 333-66250).
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This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.
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EXPLANATORY NOTE
The purpose of this Registration Statements is to register additional
Ordinary Shares for issuance under the Registrant's Share Option and
Compensation Plan, as amended and restated. In accordance with General
Instruction E of Form S-8, the contents of the Registrant's Registration
Statement on Form S-8 (File No. 333-66250) filed with the Securities and
Exchange Commission (the "Commission") on July 30, 2001, are incorporated herein
by reference and the information required by Part II is omitted, except as
supplemented by the information set forth below.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Tel Aviv, Israel on April 8, 2003.
RADVISION LTD.
By: /s/Gad Tamari
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Gad Tamari
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on April 8, 2003, by the following
persons in the capacities indicated.
Signature Title
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/s/Zohar Zisapel
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Zohar Zisapel Chairman of the Board of Directors
/s/Gad Tamari
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Gad Tamari Chief Executive Officer, President and Director
/s/David Seligman
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David Seligman Chief Financial Officer
/s/Efraim Wachtel
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Efraim Wachtel Director
/s/Andreas Mattes
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Andreas Mattes Director
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Liora Katzenstein Director
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EXHIBIT INDEX
Exhibit No.
5 Opinion of Danziger, Klagsbald, Rosen & Co...................
23.1 Consent of Danziger, Klagsbald, Rosen & Co. (included in
Exhibit (5)).................................................
23.2 Consent of Kost Forer & Gabbay...............................
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