ITEM 1. |
|
Summary Term Sheet. |
The
information set forth under Summary Term Sheet in the document entitled
Offer to Exchange Outstanding Share Options, dated November 25, 2008 (as
amended from time to time, the Offer to Exchange), attached hereto as
Exhibit (a)(1), is incorporated herein by reference.
ITEM 2. |
|
Subject Company Information. |
The name of the issuer is RADVISION
Ltd., an Israeli company (the Company), and the address and telephone number
of its principal executive offices is 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel,
+972-3-767-9300. The information set forth in the Offer to Exchange under Section 9
(Information About RADVISION; Summary Financial Information) is incorporated
herein by reference.
This Tender Offer Statement on
Schedule TO relates to the solicitation by the Company of elections to exchange options
having an exercise price of $7.50 or more per share (the Options) outstanding
under the Companys Year 2000 Employee Stock Option Plan, as amended (the
Option Plan) to purchase the Companys ordinary shares, NIS 0.1 par value
per share (Option Shares), for new options (the New Options) that
will be granted under and subject to the Option Plan, upon the terms and subject to the
conditions described in the Offer to Exchange. This solicitation (the Offer)
excludes the class of options held by option holders who are not employees of the Company
on the date the Offer expires (the Offer Period) and options held by the
Companys directors, chief executive officer and, except in certain circumstances and
subject to the specific approval of the Companys audit committee and compensation
committee, executive officers who report to the chief executive officer. In the aggregate,
there are 1,741,275 ordinary shares underlying the Options covered in this Offer. For
every one Option Share for which eligible Options are surrendered, the Company will grant
to the option holder a New Option to purchase one Option Share, subject to the terms and
conditions of the Offer to Exchange. The information set forth in the Offer to Exchange
under Summary Term Sheet, Section 1 (Number of Options; Expiration
Date), Section 5 (Acceptance of Options for Exchange and Grant of New
Options) and Section 8 (Source and Amount of Consideration; Terms of New
Options) is incorporated herein by reference.
The information set forth in the
Offer to Exchange under Section 7 (Price Range of Ordinary Shares) is
incorporated herein by reference.
ITEM 3. |
|
Identity and Background of Filing Person. |
The information set forth under Item
2(a) above and in Section 10 of the Offer to Exchange (Interests of Directors and
Officers; Transactions and Arrangements Concerning the Options) is incorporated
herein by reference. The Company is both the filing person and the subject company.
ITEM 4. |
|
Terms of the Transaction. |
The information set forth in the
Offer to Exchange under Summary Term Sheet, Section 1 (Number of
Options; Expiration Date), Section 3 (Procedures for Surrendering
Options), Section 4 (Change in Election), Section 5 (Acceptance of
Options for Exchange and Grant of New Options), Section 6 (Conditions of This
Offer), Section 8 (Source and Amount of Consideration; Terms of New
Options), Section 9 (Information About RADVISION; Summary Financial
Information), Section 11 (Status of Options Acquired by Us in This Offer; Accounting
Consequences of This Offer), Section 12 (Legal Matters; Regulatory
Approvals), Section 13 (Material Income Tax Consequences) and Section 14
(Extension of This Offer; Termination; Amendment) is incorporated herein by
reference.
The information set forth in the
Offer to Exchange under Section 10 (Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options) is incorporated herein by
reference.
ITEM 5. |
|
Past Contacts, Transactions, Negotiations and Agreements. |
The information set forth in the
Offer to Exchange under Section 10 (Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options) is incorporated herein by
reference.
ITEM 6. |
|
Purposes of the Transaction and Plans or Proposals. |
The Offer is being conducted for
compensatory purposes as described in the Offer to Exchange. The information set forth in
the Offer to Exchange under Section 2 (Purpose of This Offer) is incorporated
herein by reference.
The information set forth in the
Offer to Exchange under Section 5 (Acceptance of Options for Exchange and Grant of
New Options) and Section 11 (Status of Options Acquired by Us in This Offer;
Accounting Consequences of This Offer) is incorporated herein by reference.
The information set forth in the
Offer to Exchange under Section 2 (Purpose of This Offer) is incorporated
herein by reference.
ITEM 7. |
|
Source and Amount of Funds or Other Consideration. |
The information set forth in the
Offer to Exchange under Section 8 (Source and Amount of Consideration; Terms of New
Options) and Section 15 (Fees and Expenses) is incorporated herein by
reference.
The information set forth in the
Offer to Exchange under Section 6 (Conditions of This Offer) and Section 8
(Source and Amount of Consideration; Terms of New Options) is incorporated
herein by reference.
Not applicable.
ITEM 8. |
|
Interest In Securities of the Subject Company. |
The information set forth in the
Offer to Exchange under Section 10 (Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options) is incorporated herein by
reference.
The information set forth in the
Offer to Exchange under Section 10 (Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options) is incorporated herein by
reference.
ITEM 9. |
|
Person/Assets, Retained, Employed, Compensated or Used. |
Not applicable
ITEM 10. |
|
Financial Statements. |
The information set forth in the
Offer to Exchange under Section 9 (Information About RADVISION; Summary Financial
Information) and Section 16 (Additional Information), and on pages F-1
through F-45 of the Companys Annual Report on Form 20-F for its fiscal year ended
December 31, 2007 are incorporated herein by reference. The Companys book value per
share was $6.58 as of September 30, 2008. (Book value per share equals the total
stockholders equity divided by the number of ordinary shares outstanding.)
Not applicable.
ITEM 11. |
|
Additional Information. |
The information set forth in the
Offer to Exchange under Section 10 (Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options) and Section 12 (Legal
Matters; Regulatory Approvals) is incorporated herein by reference.
Not applicable.
(a) |
(1) |
Offer to Exchange Outstanding Share Options, dated November 25, 2008,including
Summary Term Sheet. |
|
(2) |
Form
of e-mail be sent to eligible employees upon commencement of the Offer to
Exchange, from Boaz Raviv, Chief Executive Officer of RADVISION Ltd. |
|
(3) |
Form
of e-mail to be sent to eligible employees upon commencement of the Offer
to Exchange from Human Resources Department of RADVISION Ltd. |
|
(4) |
Form
of Letter to Eligible Option Holders. |
|
(5) |
Form
of Election Form. |
|
(6) |
Form
of Notice of Withdrawal. |
|
(7) |
Form
of Grant Detail Report. |
(b) Not applicable.
(d) |
(1) |
Year
2000 Employee Stock Option Plan, as amended, is incorporated herein by
reference to the Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the Securities and Exchange Commission
on March 19, 2002 (File No. 000-29871). |
|
(2) |
Form
of Stock Option Agreement under the RADVISION Ltd. Stock Option Plan |
|
(3) |
Annual
Report on Form 20-F for the fiscal year ended December 31, 2007 filed
with the Securities and Exchange Commission on June 24, 2008 (File
No. 000-29871), is incorporated herein by reference. |
(g)
Not applicable.
(h)
Not applicable.
ITEM 13. |
|
Information Required by Schedule 13e-3. |
Not applicable.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this Schedule TO is true, complete and correct.
|
|
RADVISION LTD.
By: /s/ Boaz Raviv
Boaz Raviv Chief Executive Officer |
Date: November 25, 2008
EXHIBIT INDEX
Exhibit Number |
|
Description |
(a)(1) |
|
Offer
to Exchange Outstanding Share Options, dated November 25, 2008, including
Summary Term Sheet. |
(a)(2) |
|
Form
of e-mail to be sent to eligible employees upon commencement of the Offer
to Exchange from Boaz Raviv, Chief Executive Officer of RADVISION Ltd. |
(a)(3) |
|
Form
of e-mail to be sent to eligible employees upon commencement of the Offer
to Exchange from Human Resources Department of RADVISION Ltd. |
(a)(4) |
|
Form
of Letter to Eligible Option Holders. |
(a)(5) |
|
Form
of Election Form. |
(a)(6) |
|
Form
of Notice of Withdrawal. |
(a)(7) |
|
Form
of Grant Detail Report. |
(d)(1) |
|
Year
2000 Employee Stock Option Plan, as amended, is incorporated herein by
reference to the Annual Report on Form 10-K for the year ended December
31, 2001, filed with the Securities and Exchange Commission on March 19,
2002 (File No. 000-29871). |
(d)(2) |
|
Form
of Stock Option Agreement under the RADVISION Ltd. Stock Option Plan. |
(d)(3) |
|
Annual
Report on Form 20-F for the fiscal year ended December 31, 2007 filed with
the Securities and Exchange Commission on June 24, 2008 (File No.
000-29871), is incorporated herein by reference. |