SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- F O R M 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2005 RADVISION LTD. (Name of Registrant) 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel (Address of Principal Executive Office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________ This Form 6-K is being incorporated by reference into the Registrant's Form S-8 Registration Statements File Nos. 333-45422, 333-53814, 333-55130, 333-66250, 333-82488, 333-104377, 333-116964 and 333-127013. RADVision Ltd. 6-K Items 1. Press release re RADVISION Reports Record Results for 2005 Third Quarter dated November 1, 2005. ITEM 1 Press Release Source: RADVISION Ltd. RADVISION Reports Record Results for 2005 Third Quarter Tuesday November 1, 7:00 am ET Revenues of $19.1 Million and EPS of $0.18 Exceed Forecast FAIR LAWN, N.J.--(BUSINESS WIRE)--Nov. 1, 2005--RADVISION (Nasdaq: RVSN - News) today announced that revenues for the third quarter of 2005 reached a record $19.1 million. This represents a 14% increase from the third quarter of 2004. It was $600,000 above the Company's forecast of $18.5 million. Operating income for the third quarter of 2005 increased to $3.2 million. That compares with $881,000 in the 2004 third quarter. Net income for the 2005 third quarter more than doubled to a record $3.9 million or $0.18 per diluted share, compared with $1.4 million or $0.07 per diluted share reported in the 2004 third quarter. The Company had forecast that net income would be $3.4 million or $0.15 per diluted share. Business Unit revenues for the third quarter of 2005 consisted of $13.5 million in Networking Business Unit (NBU) sales and $5.6 million in Technology Business Unit (TBU) sales, representing increases of 19% and 4%, respectively, over the third quarter of 2004. For the first nine months of 2005, revenues were $52.8 million, operating income was $7.3 million and net income was $9.3 million or $0.42 per diluted share. For the first nine months of 2004, revenues were $46.7 million, operating income was $1.9 million and net income was $3.2 million or $0.15 per share. The Company ended the third quarter of 2005 with approximately $115.8 million in cash and liquid investments, an increase of $3.4 million over the 2005 second quarter, and equivalent to $5.46 per basic share. The increase reflects cash flow of $2.8 million from operations and income of $1.1 million from the exercise of options, offset by $500,000 in capital expenditures. Gadi Tamari, Chief Executive Officer, commented: "Our third quarter revenues reached a record level and exceeded our forecast mainly because of the strong performance of our NBU in the Americas. This was driven by substantial sales in the U.S. federal market of both Click to Meet(TM) and of our hardware, and better than expected growth in sales to our channel partner Cisco. "We made important progress in the third quarter towards one of our primary goals - expanding the potential of our Click to Meet technology by integrating it within Microsoft solutions. Click to Meet for Live Communications Server became generally available in September and we made our first shipments in the third quarter. We expect Click to Meet for Live Meeting to ship later in the current quarter." "We had strong performance in Europe including three 3G hardware deals in the third quarter not all of which have been recognized as revenues yet. They included a large follow-on order from one of our earliest 3G customers, a significant new deal with a major cellular operator and a project with an applications services provider for an innovative pilot. "Our TBU continued its solid performance in the quarter as well. We were pleased to see the adoption by the ITU of WNSRP, the first standard for fast-call setup on 3G-324M multimedia systems, which was strongly supported by a consortium of 3G equipment solution providers. Our TBU introduced a new version of the 3G-324M toolkit earlier this year to support WNSRP and we won an important new handset customer in APAC who chose our toolkit over the competition. We were also the editors of the standard for firewall NAT traversal that was adopted by the ITU. This standard was the first agreed to by all the leading providers in the market. Mr. Tamari concluded: "Our strong performance this quarter is further evidence that we are executing on our plan and that it is the right one for the personal and business multimedia communications market. The video-based market continues to make important strides and we expect further growth in the fourth quarter and beyond." Guidance The following statements are forward-looking, and actual results may differ materially. The Company expects fourth quarter 2005 revenues to be approximately $20.5 million and net income to approximate $4.5 million or $0.20 per diluted share. This compares to fourth quarter 2004 revenues of $17.6 million and net income of $2.8 million or $0.13 per diluted share. (Full details are available on the Company's web site at www.radvision.com.) Third Quarter 2005 Earnings Conference Call/Webcast RADVISION will hold a conference call to discuss its third quarter 2005 results and fourth quarter outlook, today, Tuesday, November 1, 2005 at 9:00 a.m. (Eastern). To access the conference call, please dial 1-888-455-9744 (International dialers can call +1-210-234-0002) by 8:45 a.m. The passcode "RADVISION" will be required to access the live conference call. A live webcast of the conference call also will be available in the Investor Relations section of the company's website at www.radvision.com and archived on the site until the next quarter. Simply point to Corporate Information and click on Investors. A PowerPoint presentation highlighting key financial metrics as well as the fourth quarter 2005 estimate also will be available in the Investor Relations section of the company's website. The presentation will be available beginning at 8:00 a.m. (Eastern) on November 1st and will be archived on the website until the end of the fourth quarter. A replay of the call will be available beginning approximately one hour after the conclusion of the call through 11:00 p.m. (Eastern) on November 8th. To access the replay, please dial 1-866-465-2115 (International dialers can call +1-203-369-1432). About RADVISION RADVISION Ltd. (Nasdaq: RVSN - News) is the industry's leading provider of high quality, scalable and easy-to-use products and technologies for videoconferencing, video telephony, and the development of converged voice, video and data over IP and 3G networks. For more information, please visit our website at www.radvision.com This press release contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in demand for products, the timing and amount or cancellation of orders and other risks detailed from time to time in RADVISION's filings with the Securities Exchange Commission, including RADVISION's Form 20-F Annual Report. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement. RADVISION LTD. Consolidated Statements of Income (U.S. Dollars in thousands, except per share data) Three months ended Nine months ended September 30, September 30, ------------------------- ------------------------- 2005 2004 2005 2004 ----------- ----------- ----------- ------------ Unaudited --------------------------------------------------- Revenues $ 19,089 $ 16,708 $ 52,842 $ 46,675 Cost of revenues 3,401 3,426 9,280 9,921 ---------- ----------- ----------- ----------- Gross profit 15,688 13,282 43,562 36,754 ---------- ----------- ----------- ----------- Operating costs and expenses: Research and development 5,171 4,883 14,880 12,945 Marketing and selling 6,165 6,305 17,928 18,270 General and administrative 1,165 1,213 3,476 3,663 ---------- ----------- ----------- ----------- Total operating costs and expenses 12,501 12,401 36,284 34,878 ---------- ----------- ----------- ----------- Operating profit 3,187 881 7,278 1,876 Financial income, net 774 500 2,103 1,344 ---------- ----------- ----------- ----------- Income before taxes 3,961 1,381 9,381 3,220 Taxes on income 11 - 41 - ---------- ----------- ----------- ----------- Net income $ 3,950 $ 1,381 $ 9,340 $ 3,220 ========== =========== =========== =========== Basic net earnings per Ordinary share $ 0.19 $ 0.07 $ 0.45 $ 0.16 ========== =========== =========== =========== Weighted Average Number of Shares Outstanding During the Period - Basic 21,220,854 19,853,872 20,976,682 19,682,936 ========== =========== =========== =========== Diluted net earnings per Ordinary share $ 0.18 $ 0.07 $ 0.42 $ 0.15 ========== =========== =========== =========== Weighted Average Number of Shares Outstanding During the Period - Diluted 22,065,259 21,149,001 22,039,798 21,372,063 ========== =========== =========== =========== RADVISION LTD. Consolidated Balance Sheet (U.S. Dollars in thousands) September 30, December 31, 2005 2004 (Unaudited) (Audited) ------------- ------------ Assets Cash and cash equivalents (* see below) $ 23,453 $ 20,206 Short-term securities and bank deposits (* see below) 64,655 51,411 Trade receivables, net 13,740 10,063 Other receivables 3,843 3,900 Inventories 1,817 1,220 ----------- ------------ Total current assets 107,508 86,800 ----------- ------------ Severance pay fund 2,790 2,733 Long-term securities and bank deposits (* see below) 27,683 38,749 ----------- ------------ Total long-term assets 30,473 41,482 ----------- ------------ Property and Equipment Cost 16,135 14,584 Less accumulated depreciation 12,967 11,937 ----------- ------------ 3,168 2,647 ----------- ------------ Other assets, net 6,834 953 ----------- ------------ Total Assets 147,983 131,882 =========== ============ Liabilities and Equity Trade payable 2,988 1,939 Other payables and accrued expenses 19,791 19,466 ----------- ------------ Current liabilities 22,779 21,405 ----------- ------------ Accrued severance pay 3,706 3,701 ----------- ------------ Total liabilities 26,485 25,106 ----------- ------------ Shareholders' Equity Share capital 207 196 Additional paid in capital 112,638 107,267 Accumulated deficit 8,653 (687) ----------- ------------ Total shareholders' equity 121,498 106,776 ----------- ------------ Total Liabilities and Shareholders' Equity 147,983 131,882 =========== ============ (*)Total cash and liquid investments 115,791 110,366 =========== ============ ----------------- Contact: RADVISION Tsipi Kagan, 201-689-6340 cfo@radvision.com or Investor Relations: Comm-Partners LLC June Filingeri, 203-972-0186 junefil@optonline.net SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RADVISION LTD. (Registrant) By /s/Arnold Taragin ----------------- Arnold Taragin Corporate Vice President and General Counsel Date: November 1, 2005