UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
RADCOM
Ltd.
(Name of
Issuer)
Ordinary Shares, NIS 0.20
par value per share
(Title of
Class of Securities)
M8186511
1
(CUSIP
Number)
Zohar
Zisapel
c/o
RADCOM Ltd.
24
Raoul Wallenberg Street
Tel-Aviv 69719,
Israel
(+972)
77-7745-060
(Name,
address and telephone number of person
authorized
to receive notices and communications)
October 11,
2010
(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 which is the subject
of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 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 Rule
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. M8186511 1 |
SCHEDULE 13D/A
|
|
|
|
1.
|
Names
of Reporting Persons
Zohar
Zisapel
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) o
|
|
|
|
|
(b) o
|
|
|
|
|
|
3.
|
SEC USE
ONLY
|
|
|
|
|
4.
|
|
|
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) o
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING
POWER
1,993,585
(1)
|
|
|
|
8.
|
SHARED VOTING POWER
44,460
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
1,993,585
(1)
|
|
|
|
10.
|
SOLE DISPOSITIVE
POWER
44,460
|
|
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,038,045(1)
|
|
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
_____________________________________
(1)
Includes options and warrants to acquire 118,986 Ordinary Shares exercisable
currently or within 60 days of February 10, 2011.
(2) Based
on 6,458,541 Ordinary Shares that the Issuer advised were issued and outstanding
as of February 3, 2011(including the options and warrants set forth in footnote
1 above).
This
Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed
by Zohar Zisapel (the “Reporting Person”) with the Securities and Exchange
Commission (the “SEC”) on November 20, 2008 (the “Schedule 13D”) in respect of
the Ordinary Shares, NIS 0.20 par value each (“Ordinary Shares”), of RADCOM
Ltd., an Israeli company (the “Issuer”).
Capitalized
terms used herein but not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of
Funds or Other Consideration
Item 3 of
the Schedule 13D is hereby amended by adding the following:
On
October 11, 2010, the Reporting Person entered into a Share and Warrant Purchase
Agreement with the Issuer pursuant to which he agreed to purchase 116,959
Ordinary Shares and warrants to purchase up to 38,986 Ordinary Shares for an
aggregate purchase price of $1,000,000, which was subject to the approval of the
Issuer's shareholders, which was received on November 24, 2010. See
Item 6 for more information. The Reporting Person used personal funds
to pay the purchase price.
Item 4. Purpose of
Transaction
The
purchase described in this Amendment was made for investment purposes. See Item
6 for more information which is incorporated by reference herein.
The
Reporting Person intends to review on a continuing basis his investment in the
Ordinary Shares and take such actions with respect to the investment as the
Reporting Person deems appropriate in light of the circumstances existing from
time to time. Such actions could include, among other things, selling additional
Ordinary Shares, at any time (whether through open market transactions,
privately negotiated transactions or otherwise). The Reporting Person could also
determine to purchase Ordinary Shares, subject to applicable laws. Any such
decision would be based on an assessment by the Reporting Person of a number of
different factors, including, without limitation, the business, prospects and
affairs of the Company, the market for the Ordinary Shares, the condition of the
securities markets, general economic and industry conditions and other
opportunities available to the Reporting Person.
Except as
may be provided otherwise herein, the Reporting Person has no plans or proposals
which relate to or would result in any of the actions described in subsections
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest
in the Securities of the Issuer
Item 5 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
The
information given herein below is based on 6,458,541 Ordinary Shares that the
Issuer advised were issued and outstanding as of February 3, 2011 (including the
options and warrants set forth below).
(a),
(b) See the responses (and footnotes) to Items 7 through
11 and 13 of the cover page.
The
aggregate of 2,038,045 Ordinary Shares (representing approximately 31.6% of the
outstanding Ordinary Shares) beneficially owned by the Reporting Person consists
of (i) 1,860,974 Ordinary Shares held of record by the Reporting Person, (ii)
44,460 Ordinary Shares held of record by RAD Data Communications Ltd. ("RDC"),
an Israeli company, (iii) 13,625 Ordinary Shares held of record by Klil and
Michael Ltd., an Israeli company, (iv) options to acquire 80,000 Ordinary Shares
at a weighted average exercise price of $7.42 per share, and (v) 38,986 Ordinary
Shares issuable upon the exercise of warrants at an exercise price of $10.69 per
share. The Reporting Person is a principal shareholder and director
of RDC and Klil and Michael Ltd. and, as such, may be deemed to have voting and
dispositive power over the Ordinary Shares held by such
companies. Mr. Zisapel disclaims beneficial ownership of these
Ordinary Shares except to the extent of his pecuniary interest
therein. The Reporting Person and his brother Mr. Yehuda Zisapel have
shared voting and dispositive power with respect to the shares held by RDC. The
options and warrants listed above are exercisable currently or within 60 days of
February 10, 2011.
(c) On
January 31, 2011 the Reporting Person exercised warrants exercisable for 194,531
Ordinary Shares. Such warrants had an exercise price per share of
$3.20. The Reporting Person paid in the aggregate $622,499.20 to the
Issuer in exchange for such Ordinary Shares from its personal
funds. Except as described in this Amendment, no transactions in the
Ordinary Shares were effected by the Reporting Person during the 60 days prior
to the date of this Amendment
Item 6 of the Schedule 13D is hereby
amended by adding the following:
On
October 11, 2010, the Reporting Person entered into a Share and Warrant Purchase
Agreement with the Issuer pursuant to which he agreed to purchase 116,959
Ordinary Shares and warrants to purchase up to 38,986 Ordinary Shares for an
aggregate purchase price of $1,000,000, which was subject to the approval of the
Issuer's shareholders, which was received on November 24, 2010. The foregoing
transaction was part of the Issuer's $5.5 million private placement transaction
(PIPE), which closed (other than in respect of the reporting person) on October
13, 2010.
The
warrants have an exercise price of $10.69 per Ordinary Share and are exercisable
until November 23, 2013. The exercise price of the warrants is
subject to appropriate adjustment in the event of dividends and distributions,
share splits, share combinations, reclassifications or similar events affecting
the Ordinary Shares. The Share and Warrant Purchase Agreement and
form of warrant are filed as exhibits to this Schedule 13D/A and the summary set
forth herein is qualified in its entirety by reference to such
documents.
Item 7 of
the Schedule 13D is hereby amended and supplemented as follows:
|
Exhibit Number
|
|
Description of Exhibit
|
| |
|
|
|
1
|
|
Share
and Warrant Purchase Agreement, dated October 11, 2010, by and between
Zohar Zisapel and other purchasers and RADCOM Ltd.
(incorporated herein by reference to the Form F-3/A of RADCOM Ltd., filed
with the SEC on December 14, 2010).
|
| |
|
|
|
2
|
|
Form
of Warrant to Purchase Ordinary Shares (incorporated herein by reference
to the Form F-3/A of RADCOM Ltd., filed with the SEC on December 14,
2010).
|
SIGNATURE
After
reasonable inquiry and to the best knowledge and belief of the undersigned, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date:
February 10, 2011
| |
/s/Zohar
Zisapel |
|
| |
Zohar
Zisapel |
|