This Amendment No. 4 (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, as amended and supplemented by Amendment No.1 filed by the Reporting Person with the SEC on February 10, 2011, as amended and supplemented by Amendment No.2 filed by the Reporting Person with the SEC on August 29, 2011 and as amended and supplemented by Amendment No.3, filed by the Reporting Person with the SEC on February 27, 2012 (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 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 6,631,385 Ordinary Shares that the Issuer advised were issued and outstanding as of February 19, 2013 (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 2,285,883 Ordinary Shares (representing approximately 34.5% of the outstanding Ordinary Shares) beneficially owned by the Reporting Person consists of (i) 1,992,673 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) 56,139 Ordinary Shares held of record by Lomsha Ltd., an Israeli company, (v) options to acquire 140,000 Ordinary Shares at a weighted average exercise price of $5.76 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 Lomsha Ltd. 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. The Reporting Person 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 19, 2013.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
On September 19, 2012, the Issuer entered into a credit facility agreement with The First International Bank of Israel (the “Bank”), which is subject to certain restrictions, including the following restriction which applies to the Reporting Person and his brother, Mr. Yehuda Zisapel. Based on a covenant in the agreement with the Bank, the joint ownership of the Issuer Ordinary Shares held by the Reporting Person and Mr. Yehuda Zisapel and/or their control of the Issuer and/or their rights to profits and/or their other rights linked to the Issuer’s Ordinary Shares, shall not decline below 30%, without the Bank’s prior written consent.
On September 19, 2012 the Reporting Person and Mr. Yehuda Zisapel, executed an undertaking to the Issuer not to take any action with respect to the Ordinary Shares held by them, that would result in a breach by the Issuer of the abovementioned covenant towards the Bank.