As filed with the Securities and Exchange Commission on November 18, 2008
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)
DIRECTOR STOCK OPTIONS
(Full title of the plan)
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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
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CALCULATION OF REGISTRATION FEE
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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)
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Ordinary Shares, par value
NIS 0.1 per share......... 75,000 (3) $5.09 (4) $381,750 $15.00
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Ordinary Shares, par value
NIS 0.1 per share......... 90,000 (5) $6.78 (4) $610,200 $23.98
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Total..................... 165,000 N/A $991,950 $38.98
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(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 issued under the director stock options
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 to purchase 30,000 Ordinary Shares and 45,000
Ordinary Shares granted to Messrs. Efraim Wachtel and Zohar Zisapel,
directors of the Registrant, respectively, pursuant to the approval of the
Registrant's shareholders.
(4) 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.
(5) Issuable under options to purchase 30,000 Ordinary Shares granted to each
of Messrs. Joseph Atsmon and Yoseph Linde and Ms. Liora Lev, directors of
the Registrant, pursuant to the approval of the Registrant's shareholders.
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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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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities and Exchange Act, as
amended (the "Exchange Act") (Commission File No. 000-29871):
(a) The Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 2007;
(b) The Registrant's Reports of Foreign Private Issuer on Form 6-K
submitted to the Commission on June 26, 2008, June 30, 2008, July
2, 2008, July 31, 2008 (two reports), August 21, 2008, August 29,
2008, September 16, 2008, October 2, 2008, October 30, 2008 and
October 31, 2008; and
(c) The description of the Registrant's Ordinary Shares contained in
Amendment No. 1 to the Registration Statement on Form 8-A of the
Registrant filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, and all Reports on Form 6-K submitted to the Commission subsequent to the
date hereof, to the extent that such Reports indicate that information therein
is incorporated by reference into the Registrant's Registration Statements on
Form S-8, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part of this Registration Statement from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Indemnification of Office Holders
Under the Israeli Companies Law, a company may, if permitted by its
articles of association, indemnify an office holder for any of the following
liabilities or expenses that they may incur due to an act performed or failure
to act in his or her capacity as the company's office holder:
o monetary liability imposed on the office holder in favor of a
third party in a judgment, including a settlement or an arbitral
award confirmed by a court;
o reasonable legal costs, including attorneys' fees, expended by an
office holder as a result of an investigation or proceeding
instituted against the office holder by a competent authority,
provided that such investigation or proceeding concludes without
the filing of an indictment against the office holder and either:
no financial liability was imposed on the office holder in lieu
of criminal proceedings, or a financial liability was
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imposed on the office holder in lieu of criminal proceedings with
respect to an alleged criminal offense that does not require
proof of criminal intent; and
o reasonable legal costs, including attorneys' fees, expended by
the office holder or for which the office holder is charged by a
court:
o in an action brought against the office holder by the
company, on behalf of the company or on behalf of a third
party,
o in a criminal action from which the office holder is
acquitted, or
o in a criminal action in which the office holder is convicted
of a criminal offense which does not require proof of
criminal intent.
A company may indemnify an office holder in respect of these
liabilities either in advance of an event or following an event. If a company
undertakes to indemnify an office holder in advance of an event, the
indemnification, other than legal costs, must be limited to foreseeable events
in light of the company's actual activities when the company undertook such
indemnification, and reasonable amounts or standards, as determined by the board
of directors.
Insurance of Office Holders
Under the Israeli Companies Law, a company may, if permitted by its
articles of association, obtain insurance for an office holder against
liabilities incurred in his or her capacity as an office holder. These
liabilities include a breach of duty of care to the company or a third-party, a
breach of duty of loyalty and any monetary liability imposed on the office
holder in favor of a third-party.
Exculpation of Office Holders
Under the Israeli Companies Law, a company may, if permitted by its
articles of association, exculpate an office holder from a breach of duty of
care in advance of that breach. Our articles of association provide for
exculpation both in advance or retroactively, to the extent permitted under
Israeli law. A company may not exculpate an office holder from a breach of duty
of loyalty towards the company or from a breach of duty of care concerning
dividend distribution or a purchase of the company's shares by the company or
other entities controlled by the company.
Limitations on Exculpation, Insurance and Indemnification
Under the Israeli Companies Law, a company may indemnify or insure an
office holder against a breach of duty of loyalty only to the extent that the
office holder acted in good faith and had reasonable grounds to assume that the
action would not prejudice the company. In addition, a company may not
indemnify, insure or exculpate an office holder against a breach of duty of care
if committed intentionally or recklessly (excluding mere negligence), or
committed with the intent to derive an unlawful personal gain, or for a fine or
forfeit levied against the office holder in connection with a criminal offense.
Pursuant to the Israeli Companies Law, exculpation of, procurement of
insurance coverage for, and an undertaking to indemnify or indemnification of,
our office holders must be approved by our audit committee and our board of
directors and, if the office holder is a director, also by our shareholders.
Our Articles of Association allow us to insure, indemnify and exempt
our office holders to the fullest extent permitted by law, subject to the
provisions of the Israeli Companies Law. On January 18, 2000, our shareholders
agreed to indemnify our office holders to the fullest extent permitted under the
Israeli Companies Law. At our 2007 annual general meeting of shareholders, our
shareholders approved a new form of indemnification agreement, which indemnifies
the office holders to the fullest extent permitted under the Israeli Companies
Law as currently in effect. We have obtained directors and officers liability
insurance for the benefit of our office holders.
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Item 7. Exemption from Registration Claimed.
Not applicable.
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 Amendment to Articles of Association of the
Registrant (2)
4.4 RADVISION Ltd. 2000 Employee Stock Option Plan (3)
4.5 Form of option agreement
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)
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(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.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective
amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
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(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration, by means of a post-effective
amendment, any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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
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Boaz Raviv
Chief Executive Officer
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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
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Zohar Zisapel Chairman of the Board of Directors
/s/Boaz Raviv
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Boaz Raviv Chief Executive Officer
/s/Adi Sfadia
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Adi Sfadia Chief Financial Officer and Principal
Accounting Officer
/s/Joseph Atsmon
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Joseph Atsmon Director
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Liora Lev Director
/s/Yoseph Linde
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Yoseph Linde Director
/s/Andreas Mattes
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Andreas Mattes Director
/s/Efraim Wachtel
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Efraim Wachtel Director
RADVISION Inc.
By: /s/David Ruby Authorized Representative in the United States
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Name: David Ruby
Title: General Manager - Americas
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