** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**FORM 10-K/A**

**AmendmentNo. 2**

| (Mark one) |                                                                                                    |
|------------|---------------------------------------------------------------------------------------------------------|
| **x**      | **Annual report pursuant to Section 13 or  15(d) of the Securities Exchange Act of 1934**     |
|       |                                                                                                    |
|       | **For the  fiscal year ended December 31, 2005**                                                   |
|       |                                                                                                    |
|       | **OR**                                                                                                  |
| ** ** | ** **                                                                                              |
| **o**      | **Transition report pursuant to Section 13 or  15(d) of the Securities Exchange Act of 1934** |

 

**CommissionFile Number:  0-31151**

**RADVIEW SOFTWARE LTD.**

(Exact name of registrantas specified in its charter)
| **Israel**                                                       | **Not  applicable**                   |
|------------------------------------------------------------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) | (I.R.S. Employer  Identification No.) |

 

**7 New England ExecutiveParkBurlington, MA 01803**

(Address of principalexecutive offices)

**Telephone Number (781) 238-1111**

(Registrant’s telephonenumber, including area code)

Securities registered pursuant to Section 12(b) ofthe Act:

**None**

Securities registered pursuant to Section 12(g) ofthe Act:

**Ordinary Shares, NIS 0.01par value**

(Title of Class)

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.   Yes o   No x

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.   Yes o   No x

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.   Yes x   No o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment tothis Form 10-K.   x

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the ExchangeAct). (Check one):   Larger Accelerated Filer o   AcceleratedFiler o   Non-Accelerated Filer x

Indicate by check mark ifthe registrant is a shell company (as defined in Rule 12b-2 of theAct).   Yes o   No x

Aggregate market value,based upon the closing sale price of the shares as reported by the NasdaqSmallCap Market, of voting shares held by non-affiliates at June 30, 2005:$2,710,930 (excludes shares held by executive officers, directors, andbeneficial owners of more than 10% of the registrant’s Ordinary Shares). Exclusionof shares held by any person should not be construed to indicate that suchperson possesses the power, direct or indirect, to direct or cause thedirection of management or policies of the registrant, or that such person iscontrolled by or under common control with the registrant.

As of May 31, 2006,there were 20,525,682 shares of the registrant’s Ordinary Shares outstanding,excluding 134,000 Ordinary Shares held by the registrant as treasury sharesthat are “dormant” shares for purposes of Israeli law.

 

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RadView SoftwareLtd. (the “Company”) is filing this Amendment No. 2 on Form 10-K/Ato amend Part III, Item 13 of the Company’s Annual Report on Form 10-Kfor the year ended December 31, 2005, filed on April 14, 2006 (the “OriginalForm 10-K”), as previously amended by Amendment No. 1 on Form 10-K/Afiled on May 1, 2006 (“Amendment No. 1”). The information containedin Part III, Item 13 in this Amendment No. 2 supersedes and replacesthe information contained in Part III, Item 13 of the Original Form 10-Kand Amendment No. 1. This Amendment No. 2 does not modify, amend orupdate the Original Form 10-K or Amendment No. 1 except asdescribed above and set forth herein.

**PART III**

#### **Item13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

**Identificationof Related Parties**

The proposedfinancing transactions described below include the participation by thefollowing directors, officers and significant shareholders of the Company, asfurther described below under the heading “Description of Related PartyTransactions.”  Information with respectto beneficial ownership is determined in accordance with the rules of theSecurities and Exchange Commission. Ownership percentages are based on20,525,682 ordinary shares of the Company outstanding on May 31, 2006.

**YOCHAIHACOHEN** is a director of the Company and also serves as theCompany’s interim President and Chief Executive Officer.  Mr. Hacohen is also a partner ofFortissimo Capital GP LP (“Fortissimo”). Mr. Hacohen holds no beneficialownership of the Company’s ordinary shares.

**ELIBLATT** is a director of the Company. Mr. Blatt is also a partnerof Fortissimo. Mr. Blatt holds no beneficial ownership of the Company’sordinary shares.

**YEHUDAZISAPEL** is a significant shareholder with beneficialownership of 10.1% of the Company’s outstanding ordinary shares. Mr. Zisapelis also the brother of Zohar Zisapel, who is also a significant shareholderwith beneficial ownership of 10.1% of the Company’s outstanding ordinaryshares.

**SHAIBEILIS** is a director of the Company. Mr. Beilis is theChairman and Managing Partner of Formula Ventures. Mr. Beilis is also****a director and principal shareholder of Shem Basum Ltd.Mr. Beilis, by means of his affiliation with both Formula Ventures andShem Basum Ltd. and his direct holdings, is the beneficial owner of 17.6% ofthe Company’s outstanding ordinary shares.

**SHEMBASUM LTD**. isa significant shareholder with beneficial ownership of 8.3% of the Company’soutstanding ordinary shares. Mr. Beilis is a director and principalshareholder of Shem Basum Ltd.

# **Description of Related Party Transactions**

InJanuary 2006, the Company entered into a bridge loan financing agreementwith Fortissimo that would provide the Company with interim financing of up to$500,000 in bridge loans, of which the Company has borrowed $400,000 as of May 31,2006.

On April 4,2006, the Company entered into definitive agreements for the financingtransactions led by Fortissimo along with several co-investors, including ShemBasum Ltd., Yehuda Zisapel and Michael Chill (collectively, the “Investors”). Thefinancing transactions provide for a minimum initial investment of $1.5million, consisting of $750,000 for the purchase of 25,000,000 convertible Series APreferred Shares at a purchase price of $0.03 per share, and $750,000 as aconvertible loan, of which up to $500,000 has been or would be provided underthe existing bridge loan with Fortissimo described above. The Investors wouldalso have the right to purchase up to an additional $2.25 million of Series APreferred Shares at a price of $0.03 per share, for up to a total of 75,000,000additional Series A Preferred Shares, within 18 months after the closingof the initial investment. The Investors would also receive warrants topurchase 18,750,000 Series B Preferred Shares with respect to the initialinvestment

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and up to a total of 56,250,000 additional Series BPreferred Shares with respect to the additional investment, each at an exerciseprice of $0.04 per share exercisable for a period of five years from date ofissuance.

The Company mayrequire additional interim financing in excess of the available borrowingsunder the bridge loan prior to the initial closing of the financingtransactions, which is subject to closing conditions as further described below.The Company has received a commitment from all of the Investors to makeadditional funding available, if necessary, until the completion of thefinancing transactions assuming shareholder approval, provided that suchadditional funding will be applied against the minimum initial investmentamounts otherwise expected to be received at the initial closing.  As a result, the Company and the Investorsmay take actions necessary to provide the Company with incremental funding bymodifying either or both the timing or the amount of funding under the bridgeloan agreement or the convertible loan agreement, as well as extendingcollateral rights thereunder. The Company does not expect to modify the othergeneral terms of these agreements such as conversion rights, interest rates anddates of maturity.

InvestmentAllocation. The following table identifies the Investors inthe proposed financing transactions and each Investor’s allocation of the grossinvestment.
| ** **             | ** ** | **Financing Transactions**               | ** ** |
|------------------------|------------|-----------------------------------------------|------------|
| **Investor Name** | ** ** | **Initial  Investment  Preferred  Shares(1)** | ** ** | **Convertible  Debt** | ** ** | **Additional  Investment  Preferred  Shares(2)** | ** ** | **Total  Investment** | ** ** |
|                   |       |                                          |       |   |   |   |   |   |   |
| Fortissimo             |       | $                                             | 562,500    |   | $ | 562,500 |   | $ | 1,687,500 |   | $ | 2,812,500 |   |
| Yehuda Zisapel         |       | 125,000                                       |       | 125,000 |   | 375,000 |   | 625,000 |   |
| Shem Basum Ltd         |       | 50,000                                        |       | 50,000 |   | 150,000 |   | 250,000 |   |
| Michael Chill          |       | 12,500                                        |       | 12,500 |   | 37,500 |   | 62,500 |   |
| Total                  |       | $                                             | 750,000    |   | $ | 750,000 |   | $ | 2,250,000 |   | $ | 3,750,000 |   |

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(1)          Excludeswarrants to purchase an aggregate of $750,000 of preferred shares at anexercise price of $0.04 per share.

(2)          Excludeswarrants to purchase up to an aggregate of $2,250,000 of preferred shares at anexercise price of $0.04 per share.

ManagementServices Agreement. In addition, as part of the FinancingTransactions, the Company would enter into a management services agreement withFortissimo under which the Company would receive management services fromFortissimo and the Company would pay a management services fee of at least$50,000 per year, up to a maximum of $120,000 per year, based on the Company’sprofitability.

RegistrationRights Agreement. As part of the Financing Transactions, theCompany would also enter into a registration rights agreement with theInvestors to provide for demand registration rights to register for resale theordinary shares underlying the preferred shares and warrants to be issued inthe financing transactions and other ordinary shares held by the Investors.

Conditions toClosing. The completion of the financing transactions remainssubject to the approval by a majority of the Company’s shareholders. Several ofthe Company’s significant shareholders, representing 39.3% of the Company’soutstanding ordinary shares, have represented to the Company that they intendto vote in favor of the financing.

In the event theFinancing Transactions cannot be closed as a result of an unfavorableshareholder vote, then Fortissimo, at any time after this Annual Meeting wouldbe entitled to demand repayment of all outstanding borrowings under the bridgeloan financing, which would become due and payable within 60 days. In addition,the Company would be required to pay to Fortissimo a service fee of $250,000.

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As a result, theCompany would be required to immediately seek alternative financing to repaythe bridge loan, pay the service fee to Fortissimo and continue operations. Pursuantto a no-shop restriction under the proposed financing agreements, the Companyis precluded from seeking alternative sources of financing prior to the date ofthe annual meeting of shareholders to be held for the approval of the proposedfinancing transactions.  Consequently,the Company has not arranged for alternate financing to the proposed financingtransactions.  As a result, ifshareholder approval is not obtained, the Company may not be able to obtainsufficient alternate financing in a timely manner, which would have a materialadverse effect on the Company’s operations.

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**SIGNATURES**

Pursuant to the requirements of the SecuritiesExchange Act of 1934, as amended, the Registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.
| RADVIEW SOFTWARE LTD.                       |                   |
|---------------------------------------------|------------------------|
|                                        |                   |   |
| By:                                         | /s/ CHRISTOPHER DINEEN |   |
| Christopher Dineen  Chief Financial Officer |                   |

 

June 26, 2006

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