SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2005
RADVISION LTD.
(Name of Registrant)
24 Raoul Wallenberg Street, Tel Aviv 69719, Israel
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82-____________
This Form 6-K is being incorporated by reference into the Registrant's Form S-8
Registration Statements File Nos. 333-45422, 333-53814, 333-55130, 333-66250,
333-82488, 333-104377 and 333-116964.
RADVision Ltd.
6-K Items
1. Press release re RADVISION Files 2004 Annual Report on Form 20-F dated
April 6, 2005.
2. Press release re RADVISION To Report First Quarter 2005 Results on April 20
dated April 6, 2005.
ITEM 1
Press Release Source: RADVISION
RADVISION Files 2004 Annual Report on Form 20-F
Wednesday April 6, 7:00 am ET
Revised Accounting Treatment Shifts Restructuring Income to 2003
FAIR LAWN, N.J.--(BUSINESS WIRE)--April 6, 2005--RADVISION (Nasdaq: RVSN - News)
announced today that it has filed its 2004 Annual Report for the year ended
December 31, 2004 with the U.S. Securities and Exchange Commission on Form 20-F.
As announced on March 14, 2005, the Company has begun reporting as a foreign
private issuer effective with this 20-F filing.
The Company also noted that in the process of preparing its 2004 financial
statements, it was determined that restructuring income of $1.1 million recorded
in the first quarter of 2004 should be restated and recorded in 2003.
Accordingly, the 2004 Annual Report on Form 20-F filed today reflects this
restatement.
The restructuring income resulted from the resolution on February 12, 2004 of a
previously reported arbitration proceeding. Originally, in the 2003 audited
financial statements the resolution was treated as a "Type II" event as defined
in AU 560 of the PCAOB auditing standards, meaning that the Company disclosed it
in a note to the 2003 audited financial statements. The accounting treatment of
this event was reconsidered and consequently it was determined to treat it as a
"Type I" event pursuant to AU 560. Accordingly, the Company has reversed the
accrual for the arbitration in the 2003 financial statements resulting in
additional income of $1,061,000 for 2003 and decreased accrued expenses in that
amount. Further details are available in the Company's 2004 20-F filing under
the heading "Restatement of Previously-Issued Financial Statements."
The following table summarizes the effect of the restatement on full year 2003
and 2004 and first quarter 2004 results:
Year ended December 31,
2003 2004
------------------- -------------------
As As As
reported restated reported Audited
--------- --------- --------- ---------
Revenues $51,304 $51,304 $64,236 $64,236
--------- --------- --------- ---------
Operating costs and expenses:
Cost of revenues 11,351 11,351 13,108 13,108
Research and development 14,573 14,573 17,484 17,484
Marketing and selling 19,969 19,969 24,620 24,620
General and administrative 4,040 4,040 4,900 4,900
Restructuring income - (1,061) (1,061) -
--------- --------- --------- ---------
Total operating costs and
expenses 49,933 48,872 59,051 60,112
--------- --------- --------- ---------
Operating income 1,371 2,432 5,185 4,124
Financial income, net 2,130 2,130 1,860 1,860
--------- --------- --------- ---------
Net Income $3,501 $4,562 $7,045 $5,984
========= ========= ========= =========
Basic net earnings per
Ordinary share $0.19 $0.24 $0.36 $0.30
========= ========= ========= =========
Diluted net earnings per
Ordinary share $0.18 $0.23 $0.33 $0.28
========= ========= ========= =========
Three months ended
March 31, 2004
--------------------
As As
reported restated
--------- ----------
Revenues $14,261 $14,261
--------- ----------
Operating costs and expenses:
Cost of revenues 3,097 3,097
Research and development 3,780 3,780
Marketing and selling 5,837 5,837
General and administrative 1,240 1,240
Restructuring income (1,061) -
--------- ----------
Total operating
costs and expenses 12,893 13,954
--------- ----------
Operating income 1,368 307
Financial income, net 412 412
--------- ----------
Net Income $1,780 $719
========= ==========
Basic net earnings per
Ordinary share $0.09 $0.04
========= ==========
Diluted net earnings per
Ordinary share $0.08 $0.03
========= ==========
About RADVISION
RADVISION Ltd. (Nasdaq: RVSN - News) is the industry's leading provider of high
quality, scalable and easy-to-use products and technologies for
videoconferencing, video telephony, and the development of converged voice,
video and data over IP and 3G networks. For more information please visit our
website at www.radvision.com.
This press release contains forward-looking statements that are subject to risks
and uncertainties. Factors that could cause actual results to differ materially
from these forward-looking statements include, but are not limited to, general
business conditions in the industry, changes in demand for products, the timing
and amount or cancellation of orders and other risks detailed from time to time
in RADVISION's filings with the Securities Exchange Commission, including
RADVISION's Form 20-F Annual Report. These documents contain and identify other
important factors that could cause actual results to differ materially from
those contained in our projections or forward-looking statements. Stockholders
and other readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are
made. We undertake no obligation to update publicly or revise any
forward-looking statement.
------------------
Contact:
RADVISION
Tsipi Kagan, 201-689-6340
cfo@radvision.com
or
Comm-Partners LLC
Investor Relations:
June Filingeri, 203-972-0186
junefil@optonline.net
ITEM 2
Press Release Source: RADVISION
RADVISION To Report First Quarter 2005 Results on April 20
Wednesday April 6, 7:00 am ET
FAIR LAWN, N.J.,--(BUSINESS WIRE)--April 6, 2005--RADVISION (Nasdaq: RVSN -
News) today announced that it will report its 2005 first quarter financial
results on Wednesday, April 20, 2005. The press release will be issued at
approximately 7:00 a.m. (Eastern).
A conference call has been scheduled for 9:00 a.m. (Eastern) on that same day.
To access the conference call, please dial 1-888-455-9744 (International dialers
can call +1-210-234-0002) by 8:45 a.m. (Eastern) on April 20th. The passcode
"RADVISION" will be required to access the live conference call. A live webcast
of the conference call also will be available in the Investor Relations section
of the company's website at www.radvision.com and archived on the site until the
next quarter.
Gadi Tamari, Chief Executive Officer, and Tsipi Kagan, Chief Financial Officer,
will review the quarter's results and discuss the Company's future outlook on
the call. Management will also be available for questions from the investment
community.
A PowerPoint presentation highlighting key financial metrics will be available
in the Investor Relations section of the company's website, www.radvision.com.
The presentation will be available beginning at 8:00 a.m. (Eastern) on April
21st and remain on the site through the second quarter of 2005.
A replay of the call will be available beginning approximately one hour after
the conclusion of the call through 11:59 p.m. (Eastern) on April 27th. To access
the replay, please dial 1-866-393-2012 (International dialers can call
+1-203-369-0457).
About RADVISION
RADVISION (Nasdaq: RVSN - News) is the industry's leading provider of high
quality, scalable and easy-to-use products and technologies for
videoconferencing, video telephony, and the development of converged voice,
video and data over IP and 3G networks. For more information please visit our
website at www.radvision.com.
-----------------------
Contact:
RADVISION
Tsipi Kagan, 201-689-6340
cfo@radvision.com
or
Comm-Partners LLC
Investor Relations:
June Filingeri, 203-972-0186
junefil@optonline.net
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RADVISION LTD.
(Registrant)
By /s/Arnold Taragin
-----------------
Arnold Taragin
Corporate Vice President
and General Counsel
Date: April 6, 2005