This Amendment No. 2 to Schedule TO
amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities
and Exchange Commission (the Commission) on November 25, 2008 (Schedule
TO) by RADVISION Ltd. (the Company) as amended by Amendment No. 1 to the
Schedule TO (Amendment No. 1) filed by the Company on December 9, 2009
with the Commission, in connection with the offer by the Company to eligible participants
to exchange options to purchase ordinary shares of the Companys, par value NIS 0.1
per share, issued under our Year 2000 Employee Stock Option Plan (the 2000
Plan) and having an exercise price of $7.50 or more per share, for replacement
options (Replacement Options) issued under our 2000 Plan that will entitle the
holder to purchase the same number of our ordinary shares at an exercise price equal to
the greater of (i) $7.50 per share and (ii) the per share closing price of our
ordinary shares on the NASDAQ Global Market on the date the Replacements Options are
granted, upon the terms and subject to the conditions in the Offer to Exchange that was
filed as Exhibit 99.(a)(1) to the Schedule TO, as amended and supplemented by this
Amendment No. 2.
This Amendment No. 2 is being filed
in connection with the Companys response to comments received from the Securities
and Exchange Commission.
Except as specifically set forth
herein, this Amendment No. 2 does not modify any of the information previously
reported in the Schedule TO.
As permitted by General Instruction F
to the Schedule TO, the information set forth in the Schedule TO as amended by Amendment
No. 1, and as further amended by this Amendment No. 2, including all other schedules and
exhibits hereto and thereto, is hereby expressly incorporated by reference herein in
response to Items 1 through 13 of the Schedule TO. You should read this Amendment No. 2 to
the Schedule TO together with the Schedule TO.
ITEM 10. |
Financial Statements. |
The financial information contained
in Section 9 of the Offer to Exchange, titled Information About RADVISION; Summary
Financial Information is hereby amended and restated in its entirety as follows:
Financial Information.
Set forth below is a selected summary of our companys financial information. This
information is derived from and qualified by reference to our publicly available
consolidated financial statements and should be read in conjunction with the financial
statements, related notes and other financial information included in F-1 through F-45 of
our Annual Report on Form 20-F for the fiscal year ended December 31, 2007 and our Report
of Foreign Private Issuer on Form 6-K filed with the SEC on October 30, 2008, which are
incorporated herein by reference.
The selected consolidated statement
of operations data for the years ended December 31, 2006 and 2007 and the selected
consolidated balance sheet data as of December 31, 2006 and 2007 are derived from our
audited consolidated financial statements that are included in our Annual Report on Form
20-F for the year ended December 31, 2007 incorporated by reference in this document.
The information as of September 30, 2008 and for the nine months ended September 30, 2007
and 2008 is derived from our non-audited financial statements included in our Report of
Foreign Private Issuer on Form 6-K filed with the SEC on October 30, 2008 incorporated by
reference in this document.
Consolidated Statement of Operations Data:
|
Year Ended December 31,
|
Nine Months Ended
September 30,
|
|
2006
|
2007
|
2007
|
2008
|
|
|
|
(unaudited)
|
|
(in thousands, except per share data) |
|
|
|
|
|
Revenues |
|
|
$ | 91,023 |
|
$ | 91,583 |
|
$ | 69,267 |
|
$ | 62,007 |
|
Cost of revenues | | |
| 18,165 |
|
| 18,294 |
|
| 13,724 |
|
| 13,728 |
|
|
| |
| |
| |
| |
Gross Profit | | |
| 72,858 |
|
| 73,289 |
|
| 55,543 |
|
| 48,279 |
|
Operating expenses: | | |
Research and development | | |
| 25,331 |
|
| 30,329 |
|
| 22,819 |
|
| 27,125 |
|
Marketing and selling | | |
| 30,648 |
|
| 32,627 |
|
| 24,120 |
|
| 26,978 |
|
General and administrative | | |
| 6,492 |
|
| 8,633 |
|
| 6,665 |
|
| 6,905 |
|
Patent settlement accrual | | |
| 1,900 |
|
| - |
|
| - |
|
| - |
|
|
| |
| |
| |
| |
Total operating costs and expenses | | |
| 64,371 |
|
| 71,589 |
|
| 53,604 |
|
| 61,008 |
|
Operating income (loss) | | |
| 8,487 |
|
| 1,700 |
|
| 1,939 |
|
| (12,729 |
) |
Financial income, net | | |
| 5,825 |
|
| 6,095 |
|
| 5,013 |
|
| 1,395 |
|
|
| |
| |
| |
| |
Income (loss) before taxes on income | | |
| 14,312 |
|
| 7,795 |
|
| 6,952 |
|
| (11,334 |
) |
Tax benefit (expense), net | | |
| 936 |
|
| 1,790 |
|
| 180 |
|
| (119 |
) |
|
| |
| |
| |
| |
Net income (loss) | | |
$ | 15,248 |
|
$ | 9,585 |
|
$ | 7,132 |
|
$ | (11,453 |
) |
|
| |
| |
| |
| |
Basic net earnings per Ordinary share | | |
$ | 0.69 |
|
$ | 0.44 |
|
$ | 0.32 |
|
$ | (0.55 |
) |
Weighted average number of Ordinary shares used to | | |
compute basic net earnings per share | | |
| 22,077 |
|
| 21,951 |
|
| 22,109 |
|
| 20,670 |
|
Diluted net earnings (loss) per Ordinary share | | |
$ | 0.67 |
|
$ | 0.43 |
|
$ | 0.31 |
|
$ | (0.55 |
) |
Weighted average number of Ordinary shares used to | | |
compute diluted net earnings (loss) per share | | |
| 22,747 |
|
| 22,482 |
|
| 22,771 |
|
| 20,670 |
|
| | |
Ratio of earnings and fixed charges: | | |
Earnings: | | |
Income (loss) before taxes on income | | |
| 14,312 |
|
| 7,795 |
|
| 6,952 |
|
| (11,334 |
) |
| | |
Fixed charges: | | |
| 25 |
|
| 30 |
|
| 19 |
|
| 23 |
|
|
| |
| |
| |
| |
Total earnings (loss) available for fixed charges | | |
| 14,337 |
|
| 7,825 |
|
| 6,971 |
|
| (11,311 |
) |
Fixed charges: | | |
Interest expensed | | |
| 25 |
|
| 30 |
|
| 19 |
|
| 23 |
|
|
| |
| |
| |
| |
Total fixed charges | | |
| 25 |
|
| 30 |
|
| 19 |
|
| 23 |
|
|
| |
| |
| |
| |
Ratio of earnings (loss) to fixed charges | | |
| 573 |
x |
| 261 |
x |
| 367 |
x |
| N/A |
|
Consolidated Balance Sheet Data:
|
As at
December 31,
|
As at
September 30,
|
|
2006
|
2007
|
2008
|
|
|
|
(unaudited)
|
|
(in thousands, except per share data) |
|
|
|
|
Cash and cash equivalents |
|
|
$ | 23,110 |
|
$ | 45,370 |
|
$ | 31,670 |
|
Total current assets | | |
$ | 129,198 |
|
$ | 140,815 |
|
$ | 105,828 |
|
Long-term investments and receivables | | |
$ | 44,334 |
|
$ | 24,660 |
|
$ | 49,197 |
|
Property and equipment, net | | |
$ | 3,609 |
|
$ | 5,237 |
|
$ | 5,490 |
|
Goodwill | | |
$ | 2,966 |
|
$ | 2,966 |
|
$ | 2,966 |
|
Other intangible assets, net | | |
$ | 2,452 |
|
$ | 1,362 |
|
$ | 544 |
|
Total assets | | |
$ | 182,559 |
|
$ | 175,040 |
|
$ | 164,025 |
|
Current liabilities | | |
$ | 25,537 |
|
$ | 21,825 |
|
$ | 25,120 |
|
Accrued severance pay | | |
$ | 4,417 |
|
$ | 5,656 |
|
$ | 7,022 |
|
Total liabilities | | |
$ | 29,954 |
|
$ | 27,481 |
|
$ | 32,142 |
|
Shareholders' equity | | |
$ | 152,605 |
|
$ | 147,559 |
|
$ | 131,883 |
|
Total liabilities and shareholders' equity | | |
$ | 182,559 |
|
$ | 175,040 |
|
$ | 164,025 |
|
Book value per share | | |
$ | 6.89 |
|
$ | 6.94 |
|
$ | 6.58 |
|
(1) For purposes of
calculating the ratio of earnings to fixed charges, Earnings consists
of income before taxes plus applicable fixed charges. Fixed charges consist
of that portion of rent/lease expense attributable to interest.
(a) |
(1) |
Offer to Exchange Outstanding Share Options, dated November 25, 2008,
including Summary Term Sheet, as amended.* |
|
(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.* |
|
(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, as amended. |
|
(6) |
Form
of Notice of Withdrawal.* |
|
(7) |
Form
of Grant Detail Report.* |
|
(8) |
Form
of e-mail to be sent to eligible employees with amended Offer to Exchange
and Election Form.* |
|
(9) |
Forms
of reminder e-mails to be sent to eligible employees.* |
|
(10) |
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. |
|
(11) |
Report
of Foreign Private Issuer on Form 6-K filed with the Securities and
Exchange Commission on October 30, 2008, is incorporated herein by
reference. |
(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.* |
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this Amendment No. 2 to Schedule TO is true, complete and correct.
|
|
RADVISION LTD.
By: /s/ Boaz Raviv
Boaz Raviv Chief Executive Officer |
Date: December 18, 2008
EXHIBIT INDEX
Exhibit Number |
|
Description |
(a)(1)* |
|
Offer
to Exchange Outstanding Share Options, dated November 25, 2008, including Summary Term
Sheet, as amended.* |
(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, as amended. |
(a)(6)* |
|
Form
of Notice of Withdrawal. |
(a)(7)* |
|
Form
of Grant Detail Report. |
(a)(8)* |
|
Form
of e-mail to be sent to eligible employees with amended Offer to Exchange and Election Form. |
(a)(9)* |
|
Forms
of reminder e-mails to be sent to eligible employees. |
(a)(10) |
|
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. |
(a)(11) |
|
Report
of Foreign Private Issuer on Form 6-K filed with the Securities and
Exchange Commission on October 30, 2008, is incorporated herein by
reference |
(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. |