Israel
|
Not Applicable
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Omer Mor, Adv.
RADCOM Ltd.
24 Raoul Wallenberg Street
Tel Aviv 69719, Israel
Tel: (972) 77-774-5059
Fax: (972) 3-6474681
|
Aaron M. Lampert, Adv.
Goldfarb Seligman & Co.
98 Yigal Alon Street
Tel-Aviv 6789141, Israel
Tel: (972) 3-608-9999
Fax: (972) 3-608-9855
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
x
|
Smaller reporting company
o
|
Title of Each Class of Securities to be Registered
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Amount To Be
Registered (1)
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Proposed Maximum Offering Price Per Share
|
Proposed Maximum Aggregate Offering Price
|
Amount of Registration
Fee (6)
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||||||||||||
Ordinary Shares of Radcom Ltd., par value NIS 0.20 per share
|
96,750 | (2) | $ | 4.34 | (4) | 420,261 | 57.31 | (7) | ||||||||
("Ordinary Shares") | 153,250 | (3) | $ | 6.66 | (5) | 1,020,645 | 139.22 | (7) | ||||||||
Total
|
250,000 | N/A | 1,440,906 | 196.53 |
(1)
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-8 (this "Registration Statement") shall also cover any additional Ordinary Shares which become issuable under the Radcom Ltd. 2013 Share Option Plan (the "2013 Plan) by reason of any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding ordinary shares of Radcom Ltd. as a result of share splits, share dividends and antidilution provisions.
|
(2)
|
Represents Ordinary Shares subject to issuance upon the exercise of options outstanding under the 2013 Plan.
|
(3)
|
Represents Ordinary Shares subject to issuance upon the exercise of options to be granted under the 2013 Plan.
|
(4)
|
Calculated pursuant to Rule 457(h)(1) under the Securities Act. The Proposed Maximum Offering Price Per Share is the weighted average exercise price of outstanding options granted under the Plans, as applicable.
|
(5)
|
Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on
the average of the high and low prices reported for an Ordinary Share on the NASDAQ Capital Market on 17 April 2014.
|
(6)
|
Rounded up to the nearest cent.
|
(7)
|
Calculated pursuant to Section 6 of the Securities Act as follows: proposed maximum aggregate offering price multiplied by 0.00013640.
|
(i)
|
The Company’s Annual Report on Form 20-F for the year ended December 31, 2013, filed with the Commission on March 26, 2014;
|
(ii)
|
All reports filed or submitted pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 2013, to the extent that
|
(iii)
|
The description of the Ordinary Shares, contained in the Company’s Registration Statement on Form F-1 (File No. 333-05022), filed with the Commission on June 12, 1996, and any
|
RADCOM Ltd.
|
||
By: /s/ Gilad Yehudai | ||
Name: | Gilad Yehudai | |
Title: | Chief Financial Officer |
Signature
|
Title
|
Date
|
/s/ Zohar Zisapel
Zohar Zisapel
|
Chairman of the Board of Directors
|
April 24, 2014
|
/s/ David Ripstein
David Ripstein
|
President and Chief Executive Officer
|
April 24, 2014
|
/s/ Gilad Yehudai
Gilad Yehudai
|
Chief Financial Officer
|
April 24, 2014
|
/s/ Uri Har
Uri Har
|
Director
|
April 24, 2014
|
/s/ Irit Hillel
Irit Hillel
|
Director
|
April 24, 2014
|
/s/ Matty Karp
Matty Karp
|
Director
|
April 24, 2014
|
/s/ Rachel Bennun
Rachel Bennun
|
Director
|
April 24, 2014
|
Authorized Representative
in the United States:
RADCOM Equipment, Inc.
By: /s/ David Ripstein
Name: David Ripstein
Title: Chief Executive Officer
|
April 24, 2014
|
Exhibit
Number
|
Description
|
||
5.1
|
–
|
Opinion of Goldfarb Seligman & Co.
|
|
23.1
|
–
|
Consent of Kost Forer Gabbay & Kasierer, A Member of Ernst and Young Global, dated April 24, 2014.
|
|
23.3
|
–
|
Consent of Goldfarb Seligman & Co. (included in Exhibit 5.1).
|
|
24
|
–
|
Power of Attorney (included in the signature pages hereof).
|
|
99.1
|
–
|
Radcom Ltd. 2013 Share Option Plan (1).
|
Sincerely,
/s/ Goldfarb Seligman & Co.
Goldfarb Seligman & Co.
|
Tel-Aviv, Israel
April 24, 2014
|
/s/
Kost Forer Gabbay & Kasierer
Kost Forer Gabbay & Kasierer
A Member of Ernst & Young Global
|