SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 20-F o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report __________ Commission file number 0-29871 RADVISION LTD. (Exact Name of Registrant as specified in its charter and translation of Registrant’s name into English) Israel (Jurisdiction of incorporation or organization) 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel (Address of principal executive offices) Rael Kolevsohn, +972-3-7679394 (phone), +972-3-7679382 (fax) 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Ordinary Shares, NIS 0.1 Par Value NASDAQ Global Select Market Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: Ordinary Shares, par value NIS 0.1 per share……………18,435,699 (as of December 31, 2011) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ⌧ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No ⌧ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b the Exchange Act. (Check one): Large accelerated filer o Accelerated filer ⌧ Non-accelerated filer o Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ⌧ International Financial Reporting Standards Other o as issued by the International Accounting Standards Board o If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 o Item 18 o If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ⌧ This report on Form 20-F is being incorporated by reference into our Registration Statements on Form S-8 File Nos. 333-127013, 333-141654, 333-155442, 333-155444, 333-164091 and 333-179425 - ii - TABLE OF CONTENTS Page No. PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 A. Selected Financial Data 3 B. Capitalization and Indebtedness 4 C. Reasons for the Offer and Use of Proceeds 4 D. Risk Factors 4 ITEM 4. INFORMATION ON THE COMPANY 18 A. History and Development of the Company 18 B. Business Overview 20 C. Organizational Structure 39 D. Property, Plants and Equipment 40 ITEM 4A. UNRESOLVED STAFF COMMENTS 40 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 40 A. Operating Results 40 B. Liquidity and Capital Resources 55 C. Research and Development, Patents and Licenses 57 D. Trend Information 58 E. Off-Balance Sheet Arrangements 58 F. Tabular Disclosure of Contractual Obligations 58 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 59 A. Directors and Senior Management 59 B. Compensation 63 C. Board Practices 64 D. Employees 74 E. Share Ownership 76 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 79 A. Major Shareholders 79 B. Related Party Transactions 82 C. Interests of Experts and Counsel 83 ITEM 8. FINANCIAL INFORMATION 83 A. Consolidated Statements and Other Financial Information 83 B. Significant Changes 84 ITEM 9. THE OFFER AND LISTING 84 A. Offer and Listing Details 84 B. Plan of Distribution 85 C. Markets 85 D. Selling Shareholders 86 E. Dilution 86 F. Expense of the Issue 86 ITEM 10. ADDITIONAL INFORMATION 86 A. Share Capital 86 B. Memorandum and Articles of Association 86 C. Material Contracts 90 D. Exchange Controls 90 E. Taxation 91 F. Dividends and Paying Agents 101 G. Statement by Experts 101 H. Documents on Display 101 I. Subsidiary Information 102 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS 102 - iii - ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 103 PART II 103 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 103 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 103 ITEM 15. CONTROLS AND PROCEDURES 104 ITEM 16. RESERVED. 104 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 105 ITEM 16B. CODE OF ETHICS 105 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 105 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 106 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 106 ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT 107 ITEM 16G. CORPORATE GOVERNANCE 107 ITEM 16H. MINE SAFETY DISCLOSURE 107 PART III 107 ITEM 17. FINANCIAL STATEMENTS 107 ITEM 18. FINANCIAL STATEMENTS 107 ITEM 19. EXHIBITS 108 S I G N A T U R E S 110 - iv - INTRODUCTION RADVISION Ltd., incorporated under the laws of the State of Israel, is a designer, developer and provider of products and technologies for unified visual communications, including video network infrastructure, developer tools, high definition room and telepresence suites and desktop and mobile video conferencing systems. We were incorporated in January 1992, commenced operations in October 1992 and commenced sales of our products in the fourth quarter of 1994. Our ordinary shares are listed on the NASDAQ Global Select Market (symbol: RVSN) and the Tel Aviv Stock Exchange under the symbol “RVSN.” We have wholly-owned subsidiaries (in the United States, Hong Kong, the United Kingdom, France, Japan, the Netherlands, Germany, Brazil and Spain) which are primarily engaged in the sale and marketing of our products and technology and subsidiaries in China and Italy, which are engaged in research and development and the sale and marketing of our products and technology. As used in this annual report, the terms “we,” “us” “our,” and “RADVISION” mean RADVISION Ltd. and its subsidiaries, unless otherwise indicated. We have obtained U.S. trademark registrations for RADVISION, CU-SeeMe, SCOPIA, DELIVERING THE VISUAL EXPERIENCE and ProLab. We have pending U.S. trademark applications for IMS Express. We also claim common-law trademark rights in the following marks: Beyond the Standard, Click to Meet, iContact, IMfirst, IMS Developer Suite, Intelligent Linking, Interactive Video Platform, INVISION, iView, PC-2-Mobile, QualiVision, Video Mojo, Video Ringback Clip and Virtual MCU. All other trademarks and trade names appearing in this annual report are owned by their respective holders. Our consolidated financial statements appearing in this annual report are prepared in U.S. dollars and in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, and audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) generally accepted in the United States. All references in this annual report to “dollars” or “$” are to U.S. dollars, all references in this annual report to “NIS” are to New Israeli Shekels and all references in this annual report to “Euro” or “€” are to the official currency of the European Union. Statements made in this annual report concerning the contents of any contract, agreement or other document are summaries of such contracts, agreements or documents and are not complete descriptions of all of their terms. If we filed any of these documents as an exhibit to this annual report or to any registration statement or annual report that we previously filed, you may read the document itself for a complete description of its terms. On March 14, 2012 we entered into a definitive merger agreement with Avaya Inc., or Avaya, a global provider of business communications and collaboration systems and services, and Sonic Acquisition Ltd., or Sonic, a wholly-owned indirect subsidiary of Avaya. Pursuant to the terms of the merger agreement, Sonic will merge with and into our company, with our company continuing as the surviving corporation.