UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
Amendment No. 1
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, 2003
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-29452
RADCOM Ltd.
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(Exact name of Registrant as specified in its charter)
Israel
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(Jurisdiction of incorporation or organization)
24 Raoul Wallenberg Street, Tel Aviv 69719, Israel
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(Address of principal executive offices)
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
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None None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Ordinary Shares, NIS 0.05 par value per share
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(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
None
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(Title of Class)
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:
10,506,876 Ordinary Shares, NIS 0.05 par value per share
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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.
[x] Yes [ ] No
Indicate by check mark which financial statement item the registrant has elected
to follow.
[ ] Item 17 [x] Item 18
EXPLANATORY NOTE
This Form 20-F/A is being filed solely to amend the Annual Report on Form 20-F
for the fiscal year ended December 31, 2003, filed by Radcom Ltd. (the
"Registrant") on May 6, 2004 (the "Form 20-F"), to include an additional Report
of Independent Accountants relating to the audited balance sheet of Radcom (UK)
Ltd., a subsidiary of the Registrant, at December 31, 2002, in this Form 20-F/A.
Except for the above amendment, no changes have been made to the financial
statements of the Registrant as contained in the Form 20-F, and the balance of
Item 18 of the Form 20-F is hereby incorporated by reference.
This Form 20-F/A consists of a cover page, this explanatory note, Item 18 (as
amended) of the Form 20-F, the Report of Independent Accountants described
herein, the signature page and the required certifications of the principal
executive officer and the principal financial officer of the Registrant.
Other than as expressly set forth above, this Form 20-F/A does not, and does not
purport to, amend, update or restate the information in the Form 20-F or reflect
any events that have occurred after the Form 20-F was filed.
PART III
ITEM 18. FINANCIAL STATEMENTS
The Report of Independent Accountants relating to the audited balance sheet of
Radcom (UK) Ltd. at December 31, 2002 follow the signature page of this Form
20-F/A.
SIGNATURE
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The registrant hereby certifies that it meets all of the requirements for
filing on Form-20F/A and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.
RADCOM LTD.
By:/s/ Arnon Toussia-Cohen
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Name: Arnon Toussia-Cohen
Title: Chief Executive Officer
Date: May 13, 2004
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Radcom (UK) Ltd
Financial Statements as at December 31, 2002
Report of Independent Accountants
To the Shareholders of Radcom (UK) Ltd.
We have audited the balance sheets of Radcom (UK) Ltd. ("the Company") at
December 31, 2002, statements of income, shareholders' equity and cash flows for
the year ended December 31, 2002. These financial statements are the
responsibility of the Company's Board of Directors and management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Board of Directors and management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, based upon our audit the aforementioned financial statements
present fairly, in all material respects, the financial position of the Company
at December 31, 2002 and the results of its operations, changes in shareholder's
equity and its cash flows for the year ended December 31, 2002 in conformity
with generally accepted accounting principles in the United States of America.
Blick Rothenberg
Chartered Accountants
London, England
21 January 2003
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Exhibit Index
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12.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
or 15d-14(a) of the Securities Exchange Act of 1934.
12.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
or 15d-14(a) of the Securities Exchange Act of 1934.
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