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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
RADCOM LTD.
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(Name of Issuer)
Ordinary Shares, par value NIS 0.05 per share
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(Title of Class of Securities)
M 81865103
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(CUSIP Number)
David Zigdon
c/o RADCOM Ltd.
24 Raoul Wallenberg Street
Tel Aviv 6719, Israel
972-3-645-5004
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 29, 2004
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
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 (the "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).
(Continued on following pages)
(Page 1 of 6 Pages)
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CUSIP No. M 81865103 13D Page 2 of 6
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1 NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
Zohar Zisapel
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
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NUMBER OF 7 SOLE VOTING POWER: 3,064,901 shares
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 232,341 shares
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 3,064,901 shares
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 232,341 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
3,297,242 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
22.5%
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14 TYPE OF REPORTING PERSON:
IN
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This Amendment No. 4 amends and restates the Schedule 13D filed
March 19, 2002, Amendment No. 1 thereto filed October 7, 2002, Amendment No.
2 thereto filed December 31, 2002 and Amendment No. 3 thereto filed April 28,
2003 (together, the "Schedule 13D") and is filed by Zohar Zisapel (the
"Reporting Person").
Item 1. Security and Issuer.
This Schedule 13D relates to ordinary shares, par value NIS 0.05 per
share (the "Ordinary Shares"), of RADCOM Ltd., an Israeli corporation (the
"Company"). The address of the principal executive offices of the Company is 24
Raoul Wallenberg Street, Tel Aviv 69719, Israel.
Item 2. Identity and Background.
The business address of the Reporting Person is 24 Raoul
Wallenberg St., Tel Aviv 69719, Israel. The Reporting Person is the
Chairman of the Board of RADCOM Ltd., which is principally engaged in the
business of developing, manufacturing, marketing and supporting
high-performance internetworking test analysis equipment and quality
management for data communications and telecommunications networks. The
address of RADCOM Ltd. is 24 Raoul Wallenberg St., Tel Aviv 69719, Israel.
The Reporting Person is an Israeli citizen.
As described in Item 5 hereof, the Reporting Person beneficially
owns a number of Ordinary Shares owned of record by Klil & Michael Ltd. and
RAD Data Communications Ltd. (together, the "Holding Companies").
Klil & Michael Ltd. is a corporation organized under the laws of the
State of Israel. It is primarily engaged in the business of serving as a holding
company for investments made by the Reporting Person, including those in
publicly traded Israeli companies. The address of its principal executive
offices is 24 Raoul Wallenberg St., Tel Aviv 69719, Israel. The Reporting Person
beneficially owns 100 ordinary shares, or 99% of all the issued and outstanding
ordinary shares, of Klil & Michael Ltd. The Reporting Person is the sole
director and Chairman of the Board of Klil & Michael Ltd.
RAD Data Communications Ltd. is a corporation organized under the
laws of the State of Israel. It is primarily engaged in the business of data
communications. The address of its principal executive offices is 24 Raoul
Wallenberg St., Tel Aviv 69719, Israel. The Reporting Person beneficially owns
17,078,654 shares of various classes of its capital stock, or 24% of all the
issued and outstanding shares, of RAD Data Communications Ltd.
During the last five years, neither the Reporting Person nor, to his
knowledge, any of the Holding Companies has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws on finding any
violation with respect to such laws.
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Item 3 Source and Amount of Funds or Other Consideration.
The aggregate amount of funds used by the Reporting Person in making
the purchase of 517,507 Ordinary Shares referred to in Item 5(c) hereof was
approximately $739,000. The source of such funds was the personal funds of the
Reporting Person.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Ordinary Shares for investment
purposes. The Reporting Person may acquire additional securities of the Company
or dispose of securities of the Company at any time and from time to time in the
open market or otherwise. Although the foregoing represents the range of
activities presently contemplated by the Reporting Person with respect to the
Company, it should be noted that the possible activities of the Reporting Person
are subject to change at any time.
The Reporting Person is the Chairman of the Board of Directors of
the Company. Accordingly, the Reporting Person will be in a position to
influence the operations and activities of the Company.
Except as set forth above, the Reporting Person does not have any
present plans or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5 Interest in Securities of the Issuer.
(a) The responses of the Reporting Person to Rows (11) through (13)
of page 2 of this Amendment No. 4 are incorporated herein by reference. As of
April 29, 2004, the Reporting Person beneficially owned 3,297,242 Ordinary
Shares, or 22.5% of the total number of Ordinary Shares issued and outstanding.
Of the 3,297,242 Ordinary Shares, 2,830,524 Ordinary Shares, or 19.3% of the
total number of Ordinary Shares issued and outstanding, were owned of record by
the Reporting Person; 129,377, or 0.9% of the total number of Ordinary Shares
issued and outstanding, consists of Ordinary Shares issuable upon the exercise
of warrants granted to the Reporting Person as part of a private placement;
105,000, or 0.7% of the total number of Ordinary Shares issued and outstanding,
consists of Ordinary Shares issuable upon the exercise of options granted to the
Reporting Person that vest within 60 days of March 31, 2004; 54,500, or 0.4% of
the total number of Ordinary Shares issued and outstanding, are owned of record
by Klil & Michael Ltd.; and 167,862 Ordinary Shares and 9,979 Ordinary Shares
issuable upon the exercise of warrants, or 1.2% of the total number of Ordinary
Shares issued and outstanding, consists of Ordinary Shares owned of record by
RAD Data Communications Ltd. and Ordinary Shares issuable on the exercise of
warrants granted to RAD Data Communication Ltd., respectively.
Except as set forth in this Item 5(a), the Reporting Person does not
beneficially own any Ordinary Shares. The percentages stated above are based on
14,392,931 Ordinary Shares outstanding as of March 31, 2004.
(b) The responses of the Reporting Person to (i) Rows (7) through
(10) of page 2 of this Amendment No. 4 and (ii) Item 5(a) hereof are
incorporated herein by reference. The Reporting Person and Klil & Michael Ltd.
are deemed to share the power to vote and dispose of the 54,500
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Ordinary Shares owned of record by Klil & Michael Ltd. The Reporting Person and
RAD Data Communications Ltd. are deemed to share the power to vote and dispose
of the 167,862 Ordinary Shares owned of record by RAD Data Communications Ltd.
and 9,979 Ordinary Shares issuable on the exercise of warrants granted to RAD
Data Communications Ltd. The Reporting Person has the sole power to vote and
dispose of (i) the 2,830,524 Ordinary Shares owned of record by the Reporting
Person (ii) the 129,377 Ordinary Shares issuable upon the exercise of warrants
owned of record by the Reporting Person and (iii) the 105,000 Ordinary Shares
issuable upon the exercise of options owned of record by the Reporting Person.
(c) From April 20, 2003, through April 29, 2004, Zohar Zisapel
purchased, 517,507 Ordinary Shares at an average price per share of $1.428. The
Ordinary Shares were purchased on March 29, 2004 as part of a private placement.
Except as set forth above, the Reporting Person has not effected any
transaction in the Ordinary Shares since April 20, 2003.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationships with
respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
/s/ Zohar Zisapel
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Zohar Zisapel
Dated: May 25, 2004
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