As filed with the Securities and Exchange Commission on July 11, 2001 Registration No. 333-55130 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 1 To FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------- RADVISION LTD. (Exact name of registrant as specified in its charter) Israel None (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 24 Raoul Wallenberg Street, Tel Aviv, 69719, Israel (Address of Principal Executive Offices) (Zip Code) RADVISION LTD. 2000 EMPLOYEE STOCK OPTION PLAN (Full title of the plan) RADVision, Inc. Attn: Eugene Wolf, President 575 Corporate Drive Mahwah, New Jersey 07430 (Name and address of agent for service) (201) 529-4300 (Telephone number, including area code, of agent for service) Copies to: Steven J. Glusband, Esq. Ori Rosen, Adv. Carter, Ledyard & Milburn Danziger, Klagsbald, Rosen & Co. 2 Wall Street Gibor Sport Building New York, New York 10005 28 Bezalel Street (212) 732-3200 Ramat-Gan 52521, Israel 972-3-611-0700 CALCULATION OF REGISTRATION FEE =================================================================================================================== Proposed maximum Title of securities to be Amount to be offering price per Proposed maximum Amount of registered registered share aggregate offering price registration fee ------------------------------------------------------------------------------------------------------------------- Ordinary Shares, par value NIS 0.1 per share......... 894,945 shares $13.0625(1) $11,690,219.06 $2,922.55(2) -------------- ----------- -------------- ------------ ------------------------------------------------------------------------------------------------------------------- (1) Calculated pursuant to Rule 457(h) and (c) on the basis of the average of the high and low prices ($14.6875 and $11.4375) of an Ordinary Share as quoted on the Nasdaq National Market System on February 6, 2001. (2) This fee was paid by the registrant upon the original filing of this Registration Statement to register 894,945 shares. --------------------------- This Registration Statement shall become effective upon the date of filing in accordance with the provisions of Section 8(c) of the Securities Act of 1933 and Rule 464 thereunder. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tel Aviv, Israel on July 11, 2001. RADVISION LTD. By: /s/David Seligman ----------------- David Seligman Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-effective amendment to registration statement has been signed on July 11, 2001, by the following persons in the capacities indicated. Signature Title --------- ----- * Chairman of the Board of Directors ------------------------- Zohar Zisapel * Director ------------------------- Yehuda Zisapel ------------------------- Chief Executive Officer, President Gadi Tamari and Director * Director ------------------------- Ami Amir Chief Technical Officer and ------------------------- Executive Vice President Eli Doron /s/David Seligman Chief Financial Officer ------------------------- David Seligman Signature Title --------- ----- * Director ------------------------- Adi Gan * Director ------------------------- Dan Goldstein * Director ------------------------- Hillel E. Milo * Director ------------------------- Efraim Wachtel * Director ------------------------- Andreas Mattes * Director ------------------------- Liora Katzenstein RADVISION, INC. By: * Authorized Representative in ---------------------- the United States Eugene Wolf, President *By:/s/David Seligman Attorney-in-Fact --------------------- David Seligman ________________ * David Seligman, by signing his name hereto, does hereby sign this document on behalf of the persons indicated by an asterisk above pursuant to a power of attorney duly executed by such persons and previously filed with the Securities and Exchange Commission as part of the Registration Statement on February 7, 2001.