UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934
RADVISION LTD.
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(Name of Issuer)
Ordinary Shares, par value NIS 0.10 per share
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(Title of Class of Securities)
M8186910 5
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(CUSIP Number)
Steven J. Glusband
Carter Ledyard & Milburn LLP
2 Wall Street, New York, New York 10005
(212) 732-3200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 17, 2009
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. M8186910 5
1 NAME OF REPORTING PERSON: Zohar Zisapel
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: 4,656,866 Ordinary Shares*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 187,213 Ordinary Shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 4,656,866 Ordinary Shares*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 187,213 Ordinary Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,844,079 Ordinary Shares*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.77**
14 TYPE OF REPORTING PERSON: IN
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* Includes 101,250 Ordinary Shares issuable upon the exercise of options
granted to the Reporting Person exercisable as of February 23, 2009 and
within 60 days thereafter.
** Based on 19,554,495 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 2,961,728 Ordinary Shares held as treasury
stock) as of February 23, 2009.
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Item 1. Security and Issuer
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This Amendment No. 5 to the Statement on Schedule 13D dated relates to
the Ordinary Shares, par value NIS 0.10 per share (the "Ordinary Shares"), of
RADVISION Ltd. (the "Issuer"), an Israeli company whose principal executive
offices are located at 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel.
Item 2. Identity and Background
-----------------------
ITEM 2 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
Mr. Zohar Zisapel, a citizen of Israel, serves as chairman of the board
of directors of the Issuer. Mr. Zisapel is a founder and director of several
other companies which, together with the Issuer and its other subsidiaries and
affiliates, are known as the RAD-BYNET group. Mr. Zisapel's business address is
24 Raoul Wallenberg Street, Tel Aviv 69719, Israel.
During the last five years, Mr. Zisapel has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has he been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which proceeding he was or is subject
to a judgment, decree or final order either enjoining future violations of, or
prohibiting or mandating activities subject to, United States federal or state
securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
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ITEM 3 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
From the last report filed on December 17, 2008 through February 23,
2009, Mr. Zisapel purchased an aggregate of 295,428 Ordinary Shares of the
Issuer in a series of transactions, of which 135,191 ordinary shares were
purchased directly by him and 160,237 ordinary shares were purchased by Lomsha
Ltd., an Israeli company controlled by him. The aggregate purchase price for
such 295,428 Ordinary Shares was approximately $1,699,799, all of which amount
was paid by the Reporting Person from his personal funds.
Item 4. Purpose of Transaction
----------------------
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
The 295,428 Ordinary Shares purchased by Mr. Zisapel during the period
from December 17, 2008 through February 23, 2009 were purchased for investment
purposes. Mr. Zisapel currently does not have any plan or proposal, which
relates to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries;
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(d) any change in the present board of directors or management of the
Issuer, including any plan or proposal to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter or by-laws or other actions which
may impede the acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Mr. Zohar Zisapel intends to review his investment in the Issuer and
may, based on such review as well as other factors (including, among other
things, his evaluation of the Issuer's business, prospects and financial
condition, amounts and prices of available securities of the Issuer, the market
for the Issuer securities, other opportunities available to Mr. Zohar Zisapel
and general market and economic conditions), acquire additional securities of
the Issuer, on the open market or in privately negotiated transactions. Mr.
Zohar Zisapel reserves the right at any time to change his present intention
with respect to any or all of the matters referred to in this Item 4, or to
dispose of any or all of the securities of the Issuer purchased by him.
Item 5. Interest in Securities of the Issuer
------------------------------------
ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
(a) Mr. Zisapel is the beneficial owner of 4,844,079 Ordinary Shares of
the Issuer, which constitute approximately 24.77% of the 19,554,495 Ordinary
Shares of the Issuer that the Issuer advised were issued and outstanding (which
excludes 2,961,728 Ordinary Shares held as treasury stock) as of February 23,
2009. Of such shares, (i) 3,148,235 Ordinary Shares were held of record by the
Reporting Person; (ii) 101,250 Ordinary Shares were issuable upon the exercise
of options granted to the Reporting Person exercisable as of February 23, 2009
or within 60 days thereafter; (iii) 1,096,525 Ordinary Shares were held of
record by Lomsha Ltd., an Israeli company controlled by the Reporting Person;
(iv) 310,856 Ordinary Shares were held of record by Michael and Klil Holdings
(93) Ltd., an Israeli company controlled by the Reporting Person; and (v)
187,213 Ordinary Shares were held of record by RAD Data Communications Ltd., an
Israeli company. The Reporting Person is a principal shareholder and Chairman of
the Board of Directors of RAD Data Communications Ltd. The Reporting Person and
his brother Mr. Yehuda Zisapel have shared voting and dispositive power with
respect to the shares held by RAD Data Communications Ltd.
(b) Mr. Zohar Zisapel has sole power to vote or direct the vote and the
sole power to dispose or direct the disposition of 3,148,235 Ordinary Shares of
the Issuer held directly by him.
Mr. Zohar Zisapel has sole power to vote or direct the vote
and the sole power to dispose or direct the disposition of 101,250 Ordinary
Shares of the Issuer underlying the options held directly by him that are
exercisable as of February 23, 2009 or within 60 days thereafter.
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Mr. Zohar Zisapel has sole power to vote or direct the vote
and the sole power to dispose or direct the disposition of 1,096,525 Ordinary
Shares of the Issuer held of record by Lomsha Ltd.
Mr. Zohar Zisapel has sole power to vote or direct the vote
and the sole power to dispose or direct the disposition of 310,856 Ordinary
Shares of the Issuer held of record by Michael and Klil Holdings (93) Ltd.
Mr. Zohar Zisapel and his brother Mr. Yehuda Zisapel have
shared power to vote or direct the vote and the shared power to dispose or
direct the disposition of the 187,213 Ordinary Shares of the Issuer held of
record by RAD Data Communications Ltd.
(c) The following table sets forth all the transactions in the Ordinary
Shares of the Issuer effected by Mr. Zohar Zisapel since December 17, 2008. Of
such purchases, 135,191 ordinary shares were purchased directly by Mr. Zohar
Zisapel and 160,237ordinary shares were purchased by Lomsha Ltd., an Israeli
company controlled by him. All such transactions were open market purchases
effected on the NASDAQ Global Market.
Number of Ordinary
Date of Purchase Shares Purchased Price Per Share ($)
---------------- ---------------- -------------------
02/09/09 65,900 5.57
02/10/09 37,391 5.63
02/11/09 (*) 80,000 5.70
02/11/09 (*) 5,500 6.00
02/17/09 10,000 5.96
02/17/09 (*) 5,082 5.95
02/18/09 11,900 6.00
02/18/09 (*) 45,600 5.96
02/19/09 10,000 5.95
02/19/09 (*) 9,633 5.95
02/23/09 (*) 14,422 5.80
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(*) Purchased by Lomsha Ltd., an Israeli company controlled by Mr.
Zohar Zisapel.
Except for such transactions, Mr. Zohar Zisapel has not effected any
transactions in the Ordinary Shares of the Issuer since December 17, 2008.
(d) No person other than Mr. Zohar Zisapel has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares reported above in this Item 5(c).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
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None.
Item 7. Material to be Filed as Exhibits.
---------------------------------
None.
5
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: February 24, 2009
/s/Zohar Zisapel
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Zohar Zisapel
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