Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-170512
PROSPECTUS
857,703
Ordinary Shares
RADCOM
Ltd.
This
prospectus relates to the resale from time to time of up to 857,703 ordinary
shares, as follows:
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|
·
|
up
to 643,277 ordinary shares held by the selling shareholders;
and
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|
|
·
|
up
to 214,426 ordinary shares issuable upon exercise of warrants held by the
selling shareholders.
|
The
purchase of the ordinary shares and warrants from the Company by one of the
selling shareholders is subject to the approval of the Company’s shareholders,
as described in “Prospectus Summary – The Transaction.” If that
approval is not obtained, this prospectus will relate to only 526,318 ordinary
shares and only 175,440 ordinary shares issuable upon exercise of warrants held
by the selling shareholders.
We will
not receive any proceeds from sales of the ordinary shares offered pursuant to
this prospectus, but we will receive the proceeds from the exercise of warrants.
The selling shareholders identified in this prospectus, or their pledgees,
donees, transferees or other successors-in-interest, may offer the ordinary
shares from time to time through public or private transactions at fixed prices,
at prevailing market prices at the time of sale, at prices related to prevailing
market prices or at privately negotiated prices.
The
selling shareholders and any agent or broker-dealer that participates with the
selling shareholders in the distribution of the ordinary shares may be
considered “underwriters” within the meaning of the Securities Act of 1933, as
amended (the “Securities Act”), and, in that event, any commissions received by
them and any profit on the resale of the shares may be considered underwriting
commissions or discounts under the Securities Act.
Our
ordinary shares are listed for quotation on the NASDAQ Capital Market under the
symbol “RDCM.” On November 8, 2010, the closing sale price of our ordinary
shares on the NASDAQ Capital Market was $10.71 per share. You are
urged to obtain the current market quotations for our ordinary
shares.
Investing
in our ordinary shares involves a high degree of risk. See “Risk Factors” on
page 5 to read about factors you should consider before buying our ordinary
shares.
Neither
the Securities and Exchange Commission nor any state securities commission or
other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
Prospectus
dated January 24, 2011
TABLE
OF CONTENTS
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ABOUT
THIS PROSPECTUS
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2
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PROSPECTUS
SUMMARY
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3
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RISK
FACTORS
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5
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SPECIAL
NOTE REGARDING FORWARD-LOOKING INFORMATION
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6
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THE
OFFERING AND LISTING
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7
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PRICE
RANGE OF OUR SHARES
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8
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CAPITALIZATION
AND INDEBTEDNESS
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10
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REASONS
FOR THE OFFER AND USE OF PROCEEDS
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11
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SELLING
SHAREHOLDERS
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12
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PLAN
OF DISTRIBUTION
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15
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EXPENSES
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16
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LEGAL
MATTERS
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16
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EXPERTS
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16
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ENFORCEABILITY
OF CIVIL LIABILITIES
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17
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WHERE
YOU CAN FIND ADDITIONAL INFORMATION
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18
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INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
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18
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You
should rely only on the information contained or incorporated by reference in
this prospectus or any supplement. We have not authorized any other person to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and any
underwriter or agent is not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate only as of the date on
the front cover of this prospectus. Our business, financial condition, results
of operations and prospects may have changed since that date.
1
ABOUT
THIS PROSPECTUS
This
prospectus is part of a Registration Statement that we filed with the United
States Securities and Exchange Commission, or the “SEC,” utilizing a “shelf”
registration process. Under this shelf process, the selling shareholders may
offer up to a total of 857,703 ordinary shares, from time to time, in one or
more offerings in any manner described under the section in this prospectus
entitled “Plan of Distribution.”
Unless
the context otherwise requires, all references in this prospectus to “RADCOM,”
“we,” “our,” “our company,” “us” and the “Company” refer to RADCOM Ltd. and its
consolidated subsidiaries, unless otherwise indicated. References to “RADCOM
Ltd.” refer to RADCOM Ltd.
All
references in this prospectus to “ordinary shares” refer to our ordinary shares,
par value 0.20 NIS per share.
All
references in this prospectus to “dollars” or “$” are to United States
dollars.
All
references in this prospectus to “shekels” or “NIS” are to New Israeli
Shekels.
2
PROSPECTUS
SUMMARY
You
should read the following summary together with the more detailed information
regarding us and the securities being sold in this offering, including the risks
discussed under the heading “Risk Factors,” contained in this prospectus. You
should also read carefully the consolidated financial statements and notes
thereto and the other information about us that is incorporated by reference
into this prospectus, including our annual report on Form 20-F for the fiscal
year ended December 31, 2009, filed with the SEC on March 25, 2010, and as
amended by the Form 20-F/A filed with the SEC on November 2, 2010, and
collectively referred to as “our Form 20-F,” and our Forms 6-K regarding our
2010 financial results through September 30, 2010 and recent transactions, each
of which has been incorporated by reference into this prospectus.
Our
Company
RADCOM
Ltd. was incorporated in 1985 under the laws of the State of Israel, and we
commenced operations in 1991. The principal legislation under which we operate
is the Israeli Company Laws 1999, or the “Israeli Companies Law.” Our principal
executive offices are located at 24 Raoul Wallenberg Street, Tel-Aviv 69719,
Israel, and our telephone and fax numbers are 972-3-645-5055 and 972-3-647-4681,
respectively.
In 1993,
we established a wholly-owned subsidiary in the United States, RADCOM Equipment,
Inc., a New Jersey corporation, which serves as our agent for service of process
in the United States. RADCOM Equipment is located at 6 Forest Avenue, Paramus,
New Jersey 07652, and its telephone number is (201) 518-0033. In 1996, we
incorporated a wholly-owned subsidiary in Israel, RADCOM Investments (1996)
Ltd., located at our office in Tel-Aviv, Israel; its telephone number is the
same as ours (972-3-645-5055).
We
develop, manufacture, market and support innovative probe-based service
assurance solutions for communications service providers and equipment vendors
throughout the world. We specialize in solutions for next-generation cellular
networks and for IP multimedia subsystem, voice, data and video VoIP networks.
Our solutions are used primarily for facilitating the maintenance of operational
networks as well as for simplifying the development and installation of network
equipment. Our products facilitate fault management, network service performance
monitoring and analysis, troubleshooting and pre-mediation, or the ability to
collect network information for a third-party application.
We
currently offer the following solutions:
Network Monitoring: Our
award-winning Omni-Q is a unique, next-generation network testing, monitoring
and performance management solution. Going beyond traditional monitoring
solutions, the Omni-Q offers users a full array of drilldown and troubleshooting
tools, delivering a comprehensive, integrated network service view that
facilitates performance monitoring, fault detection and network and service
troubleshooting.
The
Omni-Q system consists of a powerful and user-friendly central management module
and a broad range of intrusive and non-intrusive probes used to gather
transmission quality data from various types of networks and services, including
VoIP, universal mobile telecommunications service, code division multiple
access, internet protocol TV, IP multimedia subsystem data and others. Signaling
and media attributes and quality measurement enhanced detail records, collected
from the probes in the QManager are stored in the solution’s embedded Oracle
database. These can then be used by either the QExpert (the Web-based analysis
and reporting module) or the Dashboard (the Web-based user interface) to perform
service performance analysis, drilldown and troubleshooting on key performance
indicators and key quality indicators.
Performers: Our legacy
network protocol analyzer product lines offer cellular, VoIP and data
communications operators with standalone solutions for network testing,
troubleshooting and analysis. Our network analyzers support over 700 protocols
with multiple interfaces, allowing users to quickly and simply troubleshoot and
analyze complex networks.
3
The
Transaction
Share
and Warrant Purchase Agreement
On
October 11, 2010, we entered into an agreement, or the “Share and Warrant
Purchase Agreement,” with the selling shareholders (described under the section
in this prospectus entitled “Selling Shareholders”) pursuant to which we agreed
to issue to the selling shareholders an aggregate of 643,277 ordinary shares, or
the “Ordinary Shares,” and warrants, or the “Warrants,” exercisable into an
aggregate of 214,426 ordinary shares, or the “Warrant Shares.”
Mr. Zohar
Zisapel, our chairman, entered into the Share and Warrant Purchase Agreement to
purchase 116,959 Ordinary Shares and Warrants exercisable for 38,986 Warrant
Shares. In order for Mr. Zisapel to participate in the transaction,
we must receive shareholder approval, or “Shareholder
Approval.” Under Israeli law, the approval of the participation of
Mr. Zisapel requires a special majority of our shareholders (the affirmative
vote of the holders of a majority of the RADCOM shares present, in person or by
proxy, and voting on the matter, provided that either (i) such majority includes
at least one-third of the votes of disinterested shareholders voting on the
matter (not including abstentions) or (ii) the total number of votes of
disinterested shareholders voted against the matter does not exceed one percent
of RADCOM Ltd.’s voting power), at the meeting. We intend to seek
such approval at a special meeting of shareholders to be held on November 24,
2010.
The
Warrants are exercisable at an exercise price of $10.69 per share and are
exercisable during a three-year period ending on the third anniversary of the
date of issue. The Warrants are subject to customary adjustment for
share dividends, share splits, reclassification, reorganization and other
similar events.
We agreed
with the recipients of the Ordinary Shares and Warrants to register for public
resale the Ordinary Shares and the Warrant Shares. This prospectus has been
prepared, and the Registration Statement of which this prospectus is a part has
been filed with the SEC, to satisfy our obligations to the recipients of our
Ordinary Shares and Warrants.
Accordingly,
this prospectus covers the resale by selling shareholders of the Ordinary Shares
and the Warrant Shares issued pursuant to the Share and Warrant Purchase
Agreement. Absent the Shareholder Approval, Mr. Zisapel will not
participate in the transaction and this prospectus will cover 526,318 Ordinary
Shares and 175,440 Warrant Shares.
Investing
in our ordinary shares involves risks. You should carefully consider the
information under “Risk Factors” beginning on page 5 and the other information
included or incorporated by reference in this prospectus before investing in our
ordinary shares.
4
RISK
FACTORS
Any
investment in our ordinary shares involves a high degree of risk. You should
carefully consider the risk factors set forth under the heading “Risk Factors”
in our Form 20-F incorporated herein by reference, and in other documents we
file from time to time with the SEC, before making an investment in our ordinary
shares.
The risks
and uncertainties described in the documents we have incorporated by reference
into this prospectus are not the only ones we face. Additional risks and
uncertainties that we are not aware of or that we currently believe are
immaterial may also adversely affect our business, financial condition, results
of operations, and our liquidity. Our business, financial condition or results
of operations could be materially adversely affected by any of these risks. The
trading price of our ordinary shares could decline due to any of these risks,
and you may lose all or part of your investment.
5
SPECIAL
NOTE REGARDING FORWARD-LOOKING INFORMATION
This
prospectus (including documents incorporated by reference herein) may contain
forward-looking statements regarding future events and our future results that
are subject to the safe harbors created under the Securities Act of 1933, as
amended, or the “Securities Act,” and the Securities Exchange Act of 1934, as
amended, or the “Exchange Act.” These statements are based on current
expectations, estimates, forecasts and projections about the industries in which
we operate and the beliefs and assumptions of our management. Words such as
“expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words,
and similar expressions are intended to identify such forward-looking
statements. In addition, any statements that refer to projections of our future
financial performance, our anticipated growth and trends in our businesses, and
other characterizations of future events or circumstances are forward-looking
statements.
Any or
all of our forward-looking statements in this prospectus may turn out to be
wrong. They can be affected by inaccurate assumptions we might make or by known
or unknown risks and uncertainties. Consequently, no forward-looking statement
can be guaranteed. Actual results may differ materially from the results
currently expected. Factors that could cause such differences include, but are
not limited to:
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·
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our
ability to successfully penetrate into new markets in which have limited
history and gain market acceptance for our new tools and
services;
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·
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our
ability to accurately predict and respond to market developments or
demands;
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·
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the
impact of failures to accurately estimate the costs of fixed-price
projects, which may result in lower margins or
losses;
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·
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fluctuations
in inflation and currency rates;
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·
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changes
in general economic and business
conditions;
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·
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decline
in the demand for the Company’s
products;
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·
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inability
to timely develop and introduce new technologies, products and
applications;
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·
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loss
of market share;
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·
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pressure
on prices resulting from competition;
and
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·
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the
risks discussed in the Risk Factor section of this prospectus and in “Item
4. Information on the Company” and “Item 5. Operating and Financial Review
and Prospects” of our Form 20-F.
|
In
addition, you should note that our past financial and operational performance is
not necessarily indicative of future financial and operational
performance.
We
undertake no obligation to update any forward-looking statements, whether as a
result of new information, future events, or otherwise.
6
THE
OFFERING AND LISTING
|
Aggregate
number of ordinary shares offered by the selling
shareholders
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643,277
ordinary shares*
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Aggregate
number of ordinary shares offered issuable upon exercise of warrants
offered by the selling shareholders
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214,426
ordinary shares*
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Ordinary
shares to be outstanding after this offering
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6,114,056
ordinary shares (subject to certain exclusions listed
below)*
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Use
of proceeds
|
We
will not receive any proceeds from the sale of ordinary shares by the
selling shareholders, but we will receive proceeds from the exercise of
the Warrants. If the Warrants are exercised in full for cash, we would
realize proceeds before expenses, in the amount of
$2,292,214.*
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NASDAQ
Capital Market symbol
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RDCM
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*Assumes
the receipt of Shareholder Approval.
The
number of ordinary shares to be outstanding after this offering excludes (i) the
exercise of 751,556 options currently outstanding, (ii) the exercise of 434,999
warrants currently outstanding and (iii) 30,843 shares that were repurchased by
us in March and April 2001.
7
PRICE
RANGE OF OUR SHARES
The
following table sets forth the high and low closing bid prices of our ordinary
shares as reported by the NASDAQ Global Market and the NASDAQ Capital Market, as
applicable, for the calendar periods indicated:
|
High
|
Low
|
|||||||
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2005
|
$ | 13.80 | $ | 6.00 | ||||
|
2006
|
$ | 20.20 | $ | 6.96 | ||||
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2007
|
$ | 12.72 | $ | 2.80 | ||||
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2008
|
$ | 3.40 | $ | 0.40 | ||||
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2009
|
$ | 2.80 | $ | 0.40 | ||||
|
2008
|
||||||||
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First
Quarter
|
$ | 3.40 | $ | 1.80 | ||||
|
Second
Quarter
|
$ | 2.80 | $ | 2.03 | ||||
|
Third
Quarter
|
$ | 2.38 | $ | 0.91 | ||||
|
Fourth
Quarter
|
$ | 1.52 | $ | 0.40 | ||||
|
2009
|
||||||||
|
First
Quarter
|
$ | 0.75 | $ | 0.41 | ||||
|
Second
Quarter
|
$ | 0.60 | $ | 0.40 | ||||
|
Third
Quarter
|
$ | 1.17 | $ | 0.42 | ||||
|
Fourth
Quarter
|
$ | 2.80 | $ | 1.06 | ||||
|
2010
|
||||||||
|
First
Quarter
|
$ | 3.46 | $ | 1.60 | ||||
|
Second
Quarter
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$ | 5.88 | $ | 2.85 | ||||
|
Third
Quarter
|
$ | 12.50 | $ | 4.87 | ||||
|
Fourth Quarter*
|
$ | 11.67 | $ | 8.62 | ||||
|
Most recent six months
|
||||||||
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May
2010
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$ | 4.83 | $ | 3.70 | ||||
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June
2010
|
$ | 5.13 | $ | 4.05 | ||||
|
July
2010
|
$ | 5.85 | $ | 4.87 | ||||
|
August
2010
|
$ | 8.90 | $ | 6.40 | ||||
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September
2010
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$ | 12.50 | $ | 8.85 | ||||
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October
2010
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$ | 11.67 | $ | 8.62 | ||||
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November
2010*
|
$ | 11.00 | $ | 10.23 | ||||
*Through November 8,
2010
Dual
Listing
In
addition to trading on the NASDAQ Capital Market (to which we transferred in
October 2007 from the NASDAQ Global Market), on February 20, 2006, our ordinary
shares began trading on the Tel Aviv Stock Exchange. In March 2009 we
notified the Tel Aviv Stock Exchange of our decision to voluntarily delist from
it, which became effective on June 29, 2009.
Tel-Aviv
Stock Exchange
The
following table sets forth the high and low closing bid prices of our ordinary
shares as reported by the TASE for the calendar periods
indicated:
8
|
High
|
Low
|
|||||||
|
2008
|
||||||||
|
First
Quarter
|
NIS | 12.24 | NIS | 6.76 | ||||
|
Second
Quarter
|
NIS | 9.98 | NIS | 7.73 | ||||
|
Third
Quarter
|
NIS | 8.10 | NIS | .355 | ||||
|
Fourth
Quarter
|
NIS | 4.56 | NIS | 2.34 | ||||
|
2009
|
||||||||
|
First
Quarter
|
NIS | 2.80 | NIS | 1.50 | ||||
|
Second
Quarter
|
NIS | 2.64 | NIS | 2.02 | ||||
9
CAPITALIZATION
AND INDEBTEDNESS
The table
below sets forth our capitalization and indebtedness as of September 30, 2010,
and as adjusted to give effect to the sale of the 643,277 Ordinary Shares and
the issuance of 214,426 Warrant Shares, at an exercise price of $10.69 per
share.
|
Actual
|
As Adjusted
|
|||||||
|
(in
thousands)
|
||||||||
|
Shareholders’
equity
|
||||||||
|
Share
capital – ordinary shares of NIS 0.20 par value 9,997,670 shares
authorized; 5,454,503 actual shares issued and 6,312,206 as adjusted
shares issued)
|
196 | 244 | ||||||
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Additional
paid-in capital
|
53,287 | 61,001 | ||||||
|
Accumulated
deficit
|
(48,589 | ) | (48,589 | ) | ||||
|
Total
shareholders’ equity
|
4,894 | 12,656 | ||||||
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Total
capitalization
|
4,894 | 12,656 | ||||||
10
REASONS
FOR THE OFFER AND USE OF PROCEEDS
We will
not receive any of the proceeds from the sale of the Ordinary Shares by the
selling shareholders in this offering. If the Warrants are exercised in full for
cash, we would realize proceeds before expenses, in the amount of $2,292,214,
assuming the receipt of Shareholder Approval. The net proceeds of the
exercise of the Warrants will be used for working capital and general corporate
purposes, and in accordance with our budget, as it is approved by our Board of
Directors from time to time. We will bear the costs, other than underwriting
commissions, associated with the sales of Ordinary Shares.
11
SELLING
SHAREHOLDERS
This
prospectus covers the resale, from time to time, by the selling shareholders of
up to 857,703 ordinary shares, of which:
|
|
·
|
643,277
ordinary shares were purchased by the selling shareholders in October 2010
under the Share and Warrant Purchase Agreement between us and the selling
shareholders; and
|
|
|
·
|
214,426
ordinary shares are issuable upon exercise of the Warrants granted to the
selling shareholders under the Share and Warrant Purchase
Agreement.
|
For
additional information regarding the offering, see “Prospectus Summary—The
Transaction” above. We are registering the ordinary shares in order to permit
the selling shareholders to offer the shares for resale from time to time. To
our knowledge, except as indicated in the table below, none of the selling
shareholders have held any position or office, or had any material relationship
with us, our predecessors, or affiliates, within the past three years, or are a
registered broker-dealer or an affiliate of a registered broker-dealer which may
be deemed to be an “underwriter” within the meaning of the Securities Act in
connection with these sales.
In order
for Mr. Zisapel to participate in the transaction, the Company must receive
Shareholder Approval pursuant to Israeli law. Absent the Shareholder
Approval, Mr. Zisapel will not participate in the transaction and then this
prospectus will cover 526,318 Ordinary Shares and 175,440 Warrant
Shares.
In
accordance with the Share and Warrant Purchase Agreement, we agreed to use our
commercially reasonable efforts to prepare and file with the SEC a registration
statement covering the resale of the Ordinary Shares and the Warrant Shares on
or prior to the 30th day
following the Closing, as defined in the Share and Warrant Purchase Agreement,
and to cause the registration statement, among other things, to remain
continuously effective under the Securities Act until the date which is three
years after the date that such registration statement is declared effective by
the SEC or such earlier date when all the Ordinary Shares and the Warrant Shares
have been sold or all such shares may be sold without volume or other
restrictions pursuant to Rule 144 promulgated under the Securities
Act.
The
following table presents information provided by the selling shareholders with
respect to beneficial ownership of our ordinary shares as of November 8, 2010,
and as adjusted to reflect the sale of the shares offered by the selling
shareholders under this prospectus, assuming that all ordinary shares being
offered under this prospectus are ultimately sold in the offering. The table
includes all shares issuable within 60 days of November 8, 2010 upon the
exercise of warrants beneficially owned by the indicated shareholders on that
date. The applicable percentage of ownership of the Company’s outstanding shares
for each selling shareholder is based on 6,114,056 ordinary shares outstanding
as of November 8, 2010, and such number of ordinary shares issuable upon
exercise of the warrants held by that selling shareholder. Beneficial ownership
as set forth below includes the power to direct the voting or the disposition of
the securities or to receive the economic benefit of ownership of the
securities. To our knowledge, the persons named in the table have sole voting
power, sole investment control, and the sole right to receive the economic
benefit with respect to all shares listed, except as set forth in the table
below.
12
|
Ordinary Shares Beneficially
Owned
Prior to Offering
|
Ordinary
Shares Being
Offered(4)
|
Ordinary Shares
Beneficially Owned
After Offering
|
||||||||||||||||||
|
|
Number
|
Percent
|
Number
|
Percent
|
||||||||||||||||
|
Name of Beneficial Owner
|
||||||||||||||||||||
|
Zohar
Zisapel (1) (2) (3)
24
Raoul Wallenberg Street
Tel-Aviv
69719, Israel
|
1,852,100 | 32.50 | % | 155,945 | 2,008,045 | 31.39 | % | |||||||||||||
|
Amit
Gilon
37
Brandeis St.
Tel
Aviv, Israel
|
6,510 | 0.12 | % | 39,767 | 46,277 | 0.75 | % | |||||||||||||
|
Abraham
Neuman
10
Agmon Street
Ramat
Efal 52960, Israel
|
63,063 | 1.15 | % | 53,021 | 116,084 | 1.88 | % | |||||||||||||
|
Benny
Bergman
3
Daniel Frisch St.
Tel
Aviv 64731, Israel
|
105,261 | 1.92 | % | 7,017 | 112,278 | 1.83 | % | |||||||||||||
|
Dan
Barnea
Kerem
Hazeitim 30
Savyon
56536, Israel
|
7,500 | 0.14 | % | 9,357 | 16,857 | 0.28 | % | |||||||||||||
|
Cranshire
Capital LP (5)
3100
Dundee, Suite 703
Northbrook,
IL 60062
|
0 | 0 | % | 40,545 | 40,545 | 0.66 | % | |||||||||||||
|
Empery
Asset Master, Ltd. (6)
120
Broadway, Suite 1019
New
York, NY 10271
|
0 | 0 | % | 21,443 | 21,443 | 0.35 | % | |||||||||||||
|
Freestone
Advantage Partners, LP (7)
3100
Dundee, Suite 703
Northbrook,
IL 60062
|
0 | 0 | % | 2,339 | 2,339 | 0.04 | % | |||||||||||||
|
Globis
Capital Partners, LP (8)
60
Broad Street, 38th
Floor
New
York, NY 10004
|
0 | 0 | % | 31,189 | 31,189 | 0.51 | % | |||||||||||||
|
Hartz
Capital Investments, LLC (9)
120
Broadway, Suite 1019
New
York, NY 10271
|
0 | 0 | % | 21,443 | 21,443 | 0.35 | % | |||||||||||||
|
Iroquois
Master Fund, Ltd. (10)
641
Lexington Ave., 26th
Floor
New
York, NY 10022
|
0 | 0 | % | 42,885 | 42,885 | 0.70 | % | |||||||||||||
|
Kingsbrook
Opportunities Master Fund LP (11)
c/o
Kingsbrook Partners LP
590
Madison Avenue, 27th
Floor
New
York, NY 10022
|
0 | 0 | % | 42,888 | 42,888 | 0.70 | % | |||||||||||||
|
Orington
Holdings (12)
50
Town Range, Suites 7b & 8b
Gibraltar
|
0 | 0 | % | 389,864 | 389,864 | 6.28 | % | |||||||||||||
|
(1)
|
Mr.
Zisapel is the current Chairman of the Company’s Board of
Directors.
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|
(2)
|
Includes
beneficial ownership of Messrs. Zohar Zisapel and Yehuda Zisapel of
ordinary shares held by RAD Data Communications Ltd., an Israeli
company.
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|
(3)
|
Includes
44,460 ordinary shares owned of record by RAD Data Communications, 13,625
ordinary shares owned of record by Klil and Michael Ltd., an Israeli
company and 244,531 ordinary shares issuable upon exercise of options
exercisable within 60 days of November 8, 2010. Zohar Zisapel is a
principal shareholder and director of each of RAD Data Communications Ltd.
and Klil and Michael Ltd. and, as such, Mr. Zisapel may be deemed to have
voting and dispositive power over the ordinary shares held by RAD Data
Communications and Klil and Michael Ltd. Mr. Zisapel disclaims beneficial
ownership of these ordinary shares except to the extent of his pecuniary
interest therein.
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|
(4)
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Includes
ordinary shares and ordinary shares underlying
Warrants.
|
|
(5)
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Downsview
Capital, Inc. (“Downsview”) is the general partner of Cranshire Capital,
L.P. (“Cranshire”) and consequently has voting control and investment
discretion over securities held by Cranshire. Mitchell P. Kopin, President
of Downsview, has voting control over Downsview. As a result of the
foregoing, each of Mr. Kopin and Downsview may be deemed to have
beneficial ownership (as determined under Section 13(d) of the Securities
Exchange Act of 1934, as amended) of the ordinary shares beneficially
owned by Cranshire.
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13
|
(6)
|
Empery
Asset Master, LTD Empery Asset Management LP, the authorized agent of
Empery Asset Master Ltd
(“EAM”), has discretionary authority to vote and dispose of the shares
held by EAM and may be deemed to be the beneficial owner of these shares.
Martin Hoe and Ryan Lane, in their capacity as investment managers of
Empery Asset Management LP, may also be deemed to have investment
discretion and voting power over the shares held by EAM. Mr. Hoe and Mr.
Lane disclaim any beneficial ownership of these
shares.
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|
(7)
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Downsview
Capital, Inc. (“Downsview”) is the investment manager for a managed
account of Freestone Advantage Partners, LP and consequently has voting
control and investment discretion over securities held in such account.
Mitchell P. Kopin, President of Downsview, has voting control over
Downsview. As a result, each of Mr. Kopin and Downsview may be deemed to
have beneficial ownership (as determined under Section 13(d) of the
Securities Exchange Act of 1934, as amended) of the shares held in
such account which are being registered
hereunder.
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|
(8)
|
Globis
Capital Advisors, LLC, the general partner of Globis Capital Partners,
L.P. (“GCP”), has discretionary authority to vote and dispose of the
shares held by GCP and may be deemed to be the beneficial owner of these
shares. Paul Packer, in his capacity as Managing Member of Globis
Capital Advisors, LLC, may also be deemed to have investment discretion
and voting power over the shares held by GCP. Mr. Packer disclaims
any beneficial ownership of these
shares.
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|
(9)
|
Hartz
Capital Investments, LLC Empery Asset Management LP, the authorized agent
of Hartz Capital Investments, LLC (“HCI”), has discretionary authority to
vote and dispose of the shares held by HCI and may be deemed to be the
beneficial owner of these shares. Martin Hoe and Ryan Lane, in their
capacity as investment managers of Empery Asset Management LP, may also be
deemed to have investment discretion and voting power over the shares held
by HCI. Mr. Hoe and Mr. Lane disclaim any beneficial ownership of these
shares.
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|
(10)
|
Iroquois
Capital Management L.L.C. (“Iroquois Capital”) is the investment manager
of Iroquois Master Fund, Ltd (“IMF”). Consequently, Iroquois Capital
has voting control and investment discretion over securities held by
IMF. As managing members of Iroquois Capital, Joshua Silverman and
Richard Abbe make voting and investment decisions on behalf of Iroquois
Capital in its capacity as investment manager to IMF. As a result of
the foregoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial
ownership (as determined under Section 13(d) of the Securities Exchange
Act of 1934, as amended) of the securities held by
IMF. Notwithstanding the foregoing, Mr. Silverman and Mr. Abbe
disclaim such beneficial ownership.
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|
(11)
|
Kingsbrook
Partners LP (“Kingsbrook Partners”) is the investment manager of
Kingsbrook Opportunities Master Fund LP (“Kingsbrook Opportunities”) and
consequently has voting control and investment discretion over securities
held by Kingsbrook Opportunities. Kingsbrook
Opportunities GP LLC (“Opportunities GP”) is the general partner of
Kingsbrook Opportunities and may be considered the beneficial owner of any
securities deemed to be beneficially owned by Kingsbrook
Opportunities. KB GP LLC (“GP LLC”) is the general partner of
Kingsbrook Partners and may be considered the beneficial owner of any
securities deemed to be beneficially owned by Kingsbrook
Partners. Ari J. Storch, Adam J. Chill and Scott M.
Wallace are the sole managing members of Opportunities GP and GP LLC and
as a result may be considered beneficial owners of any securities deemed
beneficially owned by Opportunities GP and GP LLC. Each
of Kingsbrook Partners, Opportunities GP, GP LLC and Messrs. Storch, Chill
and Wallace disclaim beneficial ownership of these
securities.
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|
(12)
|
James
David Hassan, David Dennis Cuby and Bellefontaine Limited have sole voting
and investment control of the securities held by Orington Holdings
Limited.
|
14
PLAN
OF DISTRIBUTION
The
selling shareholders and any of their pledgees, donees, transferees or other
successors-in-interest may, from time to time, sell any or all of their ordinary
shares being offered under this prospectus, on the NASDAQ Capital Market or any
other stock exchange, market or trading facility on which the ordinary shares
are traded or in private transactions. These sales may be at fixed or negotiated
prices. The selling shareholders may use any one or more of the following
methods when disposing of shares:
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
|
·
|
privately
negotiated transactions;
|
|
|
·
|
short
sales;
|
|
|
·
|
broker-dealers
may agree with the selling shareholders to sell a specified number of such
shares at a stipulated price per
share;
|
|
|
·
|
a
combination of any such methods of sale;
and
|
|
|
·
|
any
other method permitted pursuant to applicable
law.
|
The
selling shareholders may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the selling shareholders may arrange for other broker-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the selling shareholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The
selling shareholders do not expect these commissions and discounts to exceed
what is customary in the types of transactions involved.
The
selling shareholders may from time to time pledge or grant a security interest
in some or all of the ordinary shares owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may
offer and sell the ordinary shares from time to time under this prospectus, or
under an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act amending the list of selling shareholders to
include the pledgee, transferee or other successors in interest as selling
shareholders under this prospectus.
The
selling shareholders also may transfer the ordinary shares in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this
prospectus.
The
selling shareholders and any broker-dealers or agents that are involved in
selling the ordinary shares may be deemed to be “underwriters” within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the ordinary shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The selling shareholders have
informed us that they do not have any agreement or understanding, directly or
indirectly, with any person to distribute the ordinary shares.
15
EXPENSES
We are
paying substantially all of the expenses of registering the ordinary shares
under the Securities Act and of compliance with blue-sky laws, including
registration and filing fees, printing and duplication expenses, administrative
expenses, our legal and accounting fees and the legal fees of counsel on behalf
of the selling shareholders. We estimate these expenses to be approximately
$30,156.94, which include the following categories of expenses:
|
SEC
registration fee
|
$ | 656.94 | ||
|
Legal
fees and expenses
|
$ | 15,000 | ||
|
Accounting
fees and expenses
|
$ | 14,000 | ||
|
Miscellaneous
expenses
|
$ | 500 | ||
|
Total
|
$ | 30,156.94 |
LEGAL
MATTERS
The
validity of the ordinary shares being offered by this prospectus and other legal
matters concerning this offering relating to Israeli law will be passed upon for
us by Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
EXPERTS
The
consolidated financial statements of Radcom Ltd. and its subsidiaries appearing
in Radcom Ltd.’s Annual Report on Form 20-F/A at December 31, 2009 and for the
year then ended, have been audited by Kost Forer Gabbay & Kasierer, a member
of Ernst & Young Global, independent registered public accounting firm, and
at December 31, 2008 and for each of the years in the two-year period ended
December 31, 2008 by Somekh Chaikin, a member of KPMG International, independent
registered public accounting firm, as set forth in their respective reports
included therein, and incorporated herein by reference. Such
financial statements have been incorporated herein by reference in reliance upon
such reports given on the authority of such firms as experts in accounting and
auditing.
16
ENFORCEABILITY
OF CIVIL LIABILITIES
Service
of process upon us and upon some of our directors and officers and the Israeli
experts named in this prospectus who reside outside the United States may be
difficult to obtain within the United States. Furthermore, because some of our
principal assets and some of our directors and officers are located outside the
United States, court judgments obtained in the United States, including those
predicated on the civil liability provisions of United States federal securities
laws, against us or any of our directors and officers who reside outside the
United States, may not be collectible within the United States or Israel. It may
be also difficult to bring an original action in an Israeli court to enforce
liabilities against us or against any of our directors and officers, based upon
the United States federal securities laws.
We have
been informed by our legal counsel in Israel that there is doubt concerning the
enforceability of civil liabilities under the Securities Act and the Exchange
Act, in original actions instituted in Israel. However, subject to specified
time limitations, Israeli courts may enforce a United States final executory
judgment in a civil matter obtained after due process before a court of
competent jurisdiction according to the laws of the state in which the judgment
is given and the rules of private international law currently prevailing in
Israel. The rules of private international law currently prevailing in Israel do
not prohibit the enforcement of a judgment by Israeli courts provided
that:
|
|
·
|
the
judgment is enforceable in the state in which it was
given;
|
|
|
·
|
adequate
service of process has been effected and the defendant has had a
reasonable opportunity to present his arguments and
evidence;
|
|
|
·
|
the
judgment and the enforcement of the judgment are not contrary to the law,
public policy, security or sovereignty of the state of
Israel;
|
|
|
·
|
the
judgment was not obtained by fraud and does not conflict with any other
valid judgment in the same matter between the same parties;
and
|
|
|
·
|
an
action between the same parties in the same matter is not pending in any
Israeli court at the time the lawsuit is instituted in a foreign
court.
|
We have
irrevocably appointed RADCOM Equipment Inc. as our agent to receive service of
process in any action against us in any federal court or court of the State of
New Jersey arising out of this offering or any purchase or sale of securities in
connection with this offering.
If a
foreign judgment is enforced by an Israeli court, it generally will be payable
in Israeli currency, which can then be converted into non-Israeli currency and
transferred out of Israel. The usual practice in an action before an Israeli
court to recover an amount in a non-Israeli currency is for the Israeli court to
issue a judgment for the equivalent amount in Israeli currency at the rate of
exchange in force on the date of the judgment, but the judgment debtor may make
payment in foreign currency. Pending collection, the amount of the judgment of
an Israeli court stated in Israeli currency ordinarily will be linked to the
Israeli consumer price index plus interest at an annual statutory rate set by
Israeli regulations prevailing at the time. Judgment creditors must bear the
risk of unfavorable exchange rates.
17
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We have
filed a Registration Statement on Form F-3 with the SEC for the shares being
offered pursuant to this prospectus. This prospectus does not include all of the
information contained in the Registration Statement. You should refer to the
Registration Statement and its exhibits for additional information. Whenever we
make reference in this prospectus to any of our contracts, agreements or other
documents, the references are not necessarily complete and you should refer to
the exhibits attached to the Registration Statement for copies of the actual
contract, agreement or other document.
We are
required to file annual reports and other information with the SEC. You can read
our SEC filings, including the Registration Statement, over the Internet at the
SEC’s website at http://www.sec.gov. You may also read and copy any document we
file with the SEC at the public reference facilities maintained by the SEC, 100
F Street, N.E., Washington, D.C. 20549. You may also obtain copies of such
material from the SEC at prescribed rates by writing to the Public Reference
Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference facilities.
We are
subject to certain of the informational requirements of the Exchange Act. As a
“foreign private issuer,” we are exempt from the rules under the Exchange Act
prescribing certain disclosure and procedural requirements for proxy
solicitations and our officers, directors and principal shareholders are exempt
from the reporting and “short-swing” profit recovery provisions contained in
Section 16 of the Exchange Act, with respect to their purchases and sales of
ordinary shares. In addition, we are not required to file quarterly reports or
to file annual and current reports and financial statements with the SEC as
frequently or as promptly as U.S. companies whose securities are registered
under the Exchange Act. However, we are required to file with the SEC, within
180 days after the end of each fiscal year, an annual report on our Form 20-F
containing financial statements that will be examined and reported on, with an
opinion expressed by an independent accounting firm. We also furnish quarterly
reports on Form 6-K containing unaudited financial information for the first
three quarters of each fiscal year.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC
allows us to “incorporate by reference” the information we file with or submit
to it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with or
submitted to the SEC will update and supersede this information. We incorporate
by reference into this prospectus the documents listed below:
(i) Our
annual report on Form 20-F for the fiscal year ended December 31, 2009, filed
with the SEC on March 25, 2010, as amended by the Form 20-F/A, filed with the
SEC on November 2, 2010;
(ii) Our
reports on Form 6-K furnished to the SEC on February 2, 2010, April 26, 2010,
July 26, 2010, September 7, 2010, September 21, 2010, September 27, 2010,
September 28, 2010, November 1, 2010 and November 24, 2010 regarding our
2010 financial results and recent transactions.
(iii) The
description of our ordinary shares contained in our registration statement on
Form 8-A, filed with the SEC on September 19, 1997, and any amendment or report
filed for the purpose of updating such description.
In
addition, all subsequent annual reports on Form 20-F, and all of our subsequent
filings on Form 6-K filed by us pursuant to the Exchange Act, prior to the
termination of the offering, and any reports on Form 6-K subsequently submitted
to the SEC or portions thereof that we specifically identify in such forms as
being incorporated by reference into the Registration Statement of which this
prospectus forms a part, shall be considered to be incorporated into this
prospectus by reference and shall be considered a part of this prospectus from
the date of filing or submission of such documents.
As you
read the above documents, you may find inconsistencies in information from one
document to another. If you find inconsistencies between the documents and this
prospectus, you should rely on the statements made in the most recent
document.
18
We will
provide without charge to any person (including any beneficial owner) to whom
this prospectus has been delivered, upon oral or written request, a copy of any
document incorporated by reference in this prospectus but not delivered with the
prospectus (except for exhibits to those documents unless a document states that
one of its exhibits is incorporated into the document itself). Such requests
should be directed to Jonathan Burgin, Chief Financial Officer, c/o RADCOM Ltd.,
24 Raoul Wallenberg Street, Tel-Aviv 69719, Israel, facsimile number
972-3-647-4681. Our corporate website address is http://www.radcom.com. The
information on our website is not intended to be a part of this
prospectus.
19
857,703
Ordinary Shares
RADCOM
LTD.
PROSPECTUS
January
24, 2011
20