As filed with the Securities and Exchange Commission on November 18, 2008
Registration No. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------
RADVISION LTD.
(Exact name of registrant as specified in its charter)
Israel None
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
24 Raul 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)
---------
RADVISION Inc.
Attn: David Ruby
17-17 State Highway 208, Suite 300
Fair Lawn, NJ 07410-2819 USA
(Name and address of agent for service)
(201)-689-6300
(Telephone number, including area code, of agent for service)
Copies to:
Steven J. Glusband, Esq. Rael Kolevsohn, Adv.
Carter Ledyard & Milburn LLP Vice President & General Counsel
2 Wall Street RADVISION Ltd.
New York, New York 10005 24 Raul Wallenberg Street
(212) 732-3200 Tel Aviv 69719, Israel
(972)-(3)-767-9344
---------
CALCULATION OF REGISTRATION FEE
=============================== ====================== ====================== ====================== ======================
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) share price registration fee (2)
------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Ordinary Shares, par value
NIS 0.1 per share......... 12,941 (3) $6.12 (4) $79,199 $3.11
------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Ordinary Shares, par value
NIS 0.1 per share......... 339,000 (5) $5.90 (6) $2,000,100 $78.60
------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Ordinary Shares, par value
NIS 0.1 per share......... 72,000 (5) $4.63 (6) $333,360 $13.10
------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Total..................... 423,941 N/A $2,412,659 $94.81
------------------------------- ---------------------- ---------------------- ---------------------- ----------------------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of the Registrant's ordinary shares, par value NIS 0.1 per share
(the "Ordinary Shares") that may be offered or issued pursuant to the
RADVISION Ltd. 2000 Employee Stock Option Plan by reason of stock splits,
stock dividends or similar transactions.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows: proposed maximum aggregate offering price multiplied
by .0000393.
(3) Issuable under options that may be granted in the future under the
Registrant's 2000 Employee Stock Option Plan.
(4) Pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as
amended, the proposed maximum offering price per share is calculated based
on the average of the daily high and low sale prices ($6.18 and $6.05) of
the Ordinary Shares, as quoted on the NASDAQ Global Market on November 14,
2008.
(5) Issuable under options previously granted under the Registrant's 2000
Employee Stock Option Plan.
(6) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended, in the case of Ordinary Shares purchasable upon exercise of
outstanding options, the proposed maximum offering price is the exercise
price provided for in the respective option grant.
---------------------------
This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.
2
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 is to register
an additional 423,941 Ordinary Shares for issuance under the Registrant's 2000
Employee Stock Option Plan, or the Plan (with respect to which options to
purchase 411,000 Ordinary Shares were previously granted under the Plan and
options to purchase 12,941 Ordinary Shares may be granted in the future under
the Plan). 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,
as supplemented by the Registrant's Registration Statements on Form S-8 filed
with the Commission on February 11, 2002, April 8, 2003, June 29, 2004, July 29,
2005 and March 29, 2007 (File Nos. 333-82488, 333-104377, 333-116964, 333-127013
and 333-141654, respectively), are incorporated herein by reference and the
information required by Part II is omitted, except as supplemented by the
information set forth below.
Item 8. EXHIBITS.
Exhibit No.
-----------
4.1 Memorandum of Association (1)
4.2 Articles of Association, as amended (1)
4.3 Amendment to Articles of Association of the Registrant (2)
4.4 RADVISION Ltd. 2000 Employee Stock Option Plan (3)
5 Opinion of Rael Kolevsohn, Adv., Vice President & General
Counsel
23.1 Consent of Rael Kolevsohn, Adv. (included in Exhibit 5)
23.2 Consent of Kost Forer Gabbay and Kasierer, a Member of Ernst
& Young Global
24 Power of Attorney (included as part of this Registration
Statement)
----------------------------------------
(1) Filed as an exhibit to the Registrant's registration statement
on Form F-1 Registration Number 333-30916, filed with the
Securities and Exchange Commission, and incorporated herein by
reference.
(2) Filed as Exhibit 1.3 to the Registrant's annual report on Form
20-F for the year ended December 31, 2005, filed with the
Securities and Exchange Commission, and incorporated herein by
reference.
(3) Filed as Exhibit 10.1 to the Registrant's registration
statement on Form 10-K for the year ended December 31, 2001,
filed with the Securities and Exchange Commission, and
incorporated herein by reference.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of 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 November 18, 2008.
RADVISION LTD.
By: /s/Boaz Raviv
-------------
Boaz Raviv
Chief Executive Officer
4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Boaz Raviv and Adi Sfadia, and each of
them severally, his true and lawful attorney-in-fact, and agent each with power
to act with or without the other, and with full power of substitution and
resubstitution, to execute in the name of such person, in his capacity as a
director or officer of RADVISION Ltd., any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or their substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on November 18, 2008 by the following
persons in the capacities indicated.
Signature Title
/s/Zohar Zisapel
----------------
Zohar Zisapel Chairman of the Board of Directors
/s/Boaz Raviv
-------------
Boaz Raviv Chief Executive Officer
/s/Adi Sfadia
-------------
Adi Sfadia Chief Financial Officer and Principal
Accounting Officer
/s/Joseph Atsmon
----------------
Joseph Atsmon Director
------------
Liora Lev Director
/s/Yoseph Linde
---------------
Yoseph Linde Director
/s/Andreas Mattes
-----------------
Andreas Mattes Director
/s/Efraim Wachtel
-----------------
Efraim Wachtel Director
RADVISION Inc.
By: /s/David Ruby Authorized Representative in the United States
-------------
Name: David Ruby
Title: General Manager - Americas
5