UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RADCOM Ltd.
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(Exact name of registrant as specified in its charter)
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Israel
(State or other jurisdiction of incorporation or organization)
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Not Applicable
(I.R.S. Employer Identification No.)
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24 Raoul Wallenberg Street
Tel Aviv 69719, Israel
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(Address of Principal Executive Offices)(Zip Code)
RADCOM LTD. 2013 SHARE OPTION PLAN
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(Full title of the plans)
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RADCOM Equipment, Inc.
Six Forest Avenue
Paramus, New Jersey 07652
(201) 518-0033
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(Name and address of agent for service)(Telephone number, including area code, of agent of service)
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Copies of all communications, including all communications sent to the agent for service, should be sent to:
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Omer Mor, Adv.
RADCOM Ltd.
24 Raoul Wallenberg Street
Tel Aviv 69719, Israel
Tel: (972) 77-774-505
Fax: (972) 3-6474681
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Aaron M. Lampert, Adv.
Goldfarb Seligman & Co.
98 Yigal Alon Street
Tel-Aviv 6789141, Israel
Tel: (972) 3-608-9999
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Large accelerated filer o | Accelerated filer o | |
Non-accelerated filer x | Smaller reporting company o | |
(Do not check if a smaller reporting company) |
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
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee (8)
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Ordinary Shares of Radcom Ltd., par value NIS 0.20 per share ("
Ordinary Shares
")
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181,750 (2)
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$5.01 (5)
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$910,567.50
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$105.81 (9)
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32,750
(3)
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$9.80 (6)
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$320,950.00
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$37.29 (9)
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35,500 (4)
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$0.0025 (7)
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$88.75
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$0.01 (9)
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Total
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250,000
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N/A
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$1,231,606.25
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$143.11
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(1)
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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.
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(2)
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Represents Ordinary Shares subject to issuance upon the exercise of options outstanding under the 2013 Plan.
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(3)
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Represents Ordinary Shares subject to issuance upon the exercise of options to be granted under the 2013 Plan.
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(4)
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Represents Ordinary Shares subject to issuance upon the exercise of restricted share units to be granted under the 2013 Plan. |
(5)
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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.
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(6)
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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 March 27, 2015.
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(7)
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Calculated pursuant to Rule 457(h)(1) under the Securities Act. The Proposed Maximum Offering Price Per Share is NIS 0.01 (which, is equal to
$0.0025based on the exchange rate between the NIS and the U.S. dollar, as published by the Bank of Israel on March 27, 2015), the purchase price
of each restricted share unit to be granted under the 2013 Plan.
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(8)
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Rounded up to the nearest cent.
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(9)
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Calculated
pursuant to Section 6 of the Securities Act as follows: proposed maximum aggregate offering price multiplied by 0.0001162.
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RADCOM Ltd.
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By:
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/s/ Uri Birenberg | ||
Name: Uri Birenberg | |||
Title: Chief Financial Officer | |||
Signature
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Title
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Date
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/s/ Zohar Zisapel
Zohar Zisapel
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Chairman of the Board of Directors
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March 30, 2015
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/s/ David Ripstein
David Ripstein
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President and Chief Executive Officer
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March 30, 2015
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/s/ Uri Birenberg
Uri Birenberg
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Chief Financial Officer
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March 30, 2015
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/s/ Uri Har
Uri Har
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Director
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March 30, 2015
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/s/ Irit Hillel
Irit Hillel
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Director
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March 30, 2015
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/s/ Matty Karp
Matty Karp
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Director
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March 30, 2015
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/s/ Rachel Bennun
Rachel Bennun
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Director
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March 30, 2015
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Authorized Representative
in the United States:
RADCOM Equipment, Inc.
By: /s/ David Ripstein
Name: David Ripstein
Title: Chief Executive Officer
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March 30, 2015
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Exhibit
Number
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Description
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5.1
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–
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Opinion of Goldfarb Seligman & Co.
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23.1
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–
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Consent of Kost Forer Gabbay & Kasierer, A Member of Ernst and Young Global, dated March 30, 2015.
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23.3
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–
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Consent of Goldfarb Seligman & Co. (included in Exhibit 5.1).
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24
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–
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Power of Attorney (included in the signature pages hereof).
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99.1
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–
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Radcom Ltd. 2013 Share Option Plan (1).
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Sincerely, | |
/s/ Goldfarb Seligman & Co.
Goldfarb Seligman & Co.
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Tel-Aviv, Israel
March 30, 2015
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/s/
Kost Forer Gabbay & Kasierer
Kost Forer Gabbay & Kasierer
A Member of Ernst & Young Global
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