As filed with the Securities and Exchange Commission on July 29, 2005
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 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)
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RADVision, Inc.
Attn: Kristine Koptchev
266 Harristown Road, Suite 201
Glen Rock, New Jersey 07450
(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. Arnold Taragin, Esq., Adv.
Carter Ledyard & Milburn LLP Corporate 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
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Amount of
Title of securities to be Amount to be offering price per Proposed maximum registration fee
registered registered share (1) aggregate offering price (2)
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Ordinary Shares, par value
NIS 0.1 per share......... 820,537 shares $12.39 $10,166,453.43 $1,196.59
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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 ($12.61 and $12.16) of an Ordinary Share as quoted
on the Nasdaq National Market System on July 26, 2005. In the case of
shares purchasable upon exercise of outstanding options, such assumed
offering price is the exercise price provided for in the relevant option.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum aggregate offering price multiplied by .0001177
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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
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The purpose of this Registration Statement on Form S-8 is to register
an additional 820,537 Ordinary Shares for issuance under the Registrant's 2000
Employee Stock Option 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, 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.
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4.1 Memorandum of Association (1)
4.2 Articles of Association, as amended (1)
4.3 Radvision Ltd. 2000 Employee Stock Option Plan (2)
5 Opinion of Arnold Taragin, Esq., Adv.
23.1 Consent of Arnold Taragin, Esq., Adv. (included in
Exhibit (5).)
23.2 Consent of Kost Forer Gabbay & Kasierer, a Member of Ernst &
Young Global
24 Power of Attorney (see Page 5)
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(1) Filed as Exhibit 3.1 to the Registrant's registration
statement on Form F-1 Registration Number 333-30916, and
incorporated herein by reference.
(2) Filed as Exhibit 10.1 to the Registrant's registration
statement on Form 10-K for the fiscal year ended December 31,
2001, and incorporated herein by reference.
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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 July 25, 2005.
RADVISION LTD.
By:/s/Gad Tamari
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Gad Tamari
Chief Executive Officer
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POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gad Tamari and Tsipi Kagan, 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 July 25, 2005, 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/Tsipi Kagan
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Tsipi Kagan Chief Financial Officer
/s/Joseph Atsmon
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Joseph Atsmon Director
/s/Efraim Wachtel
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Efraim Wachtel Director
/s/Andreas Mattes
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Andreas Mattes Director
/s/Liora Katzenstein
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Liora Katzenstein Director
RADVision Inc.
By: Kristine Koptchev Authorized Representative in the United States
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Kristine Koptchev
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