This Amendment No. 3 on Schedule TO
amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities
and Exchange Commission (the SEC) on November 25, 2008 (the Schedule
TO), as amended by Amendment No. 1 to the Tender Offer Statement on Schedule TO
filed with the SEC on December 9, 2008 and Amendment No. 2 to the Tender Offer Statement
on Schedule TO filed with the SEC on December 18, 2008, relating to an offer by RADVISION
Ltd. (the Company) to eligible optionholders to exchange (the Exchange
Offer) options to purchase an aggregate of 1,741,275 ordinary shares, par value NIS
0.1 per share, of the Company (the Ordinary Shares), granted under its Year
2000 Employee Stock Option Plan (the 2000 Plan), having an exercise price of
$7.50 or more per share (the Eligible Options), for replacement options
(New Options) granted under and subject to the 2000 Plan, upon the terms and
subject to the conditions described in the document entitled Offer to Exchange
Outstanding Share Options, dated November 25, 2008, as attached to the Schedule TO
and the related documents filed as exhibits thereto.
ITEM 4. |
TERMS OF THE TRANSACTION |
Item 4 of the Schedule TO is hereby
amended and supplemented to add the following paragraph:
The Exchange Offer, including all
withdrawal rights, expired at 5:00 p.m., Eastern Daylight Time, on December 24, 2008. A
total of 238 eligible optionholders participated in the Exchange Offer. Pursuant
to the Exchange Offer, the Company has accepted for exchange Eligible Options to purchase
an aggregate of 1,276,950 Ordinary Shares granted under the 2000 Plan. The
Company granted, under the 2000 Plan, New Options to purchase an aggregate of
1,276,950 Ordinary Shares on December 24, 2008 in exchange for the Eligible
Options tendered and accepted pursuant to the Exchange Offer.
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this Amendment No. 3 to Schedule TO is true, complete and correct.
|
|
RADVISION LTD.
By: /s/ Boaz Raviv
Boaz Raviv Chief Executive Officer |
Date: December 29, 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. |
|
* Previously filed with the Schedule TO filed with the Securities and Exchange Commission
on November 25, 2008, and incorporated herein by reference.
|
** Previously filed with Amendment No. 1 to Schedule TO filed with the Securities and Exchange Commission on December 9,
2008, and incorporated herein by reference.
|