UNITED STATES


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




x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2010




OR




o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




OR




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
  For the transition period from              to


Commission file number  000-31151




RadView Software Ltd.


(Exact name of Registrant as specified in its charter)




ISRAEL


(Jurisdiction of incorporation or organization)




14 Hamelacha Street, Park Afek, Rosh Ha’ayin 48091 Israel


(Address of principal executive offices)




Guy Yasur, 972-3-9157745, Guy@RadView.com, 14 Hamelacha Street, Park Afek, Rosh Ha’ayin 48091 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:  NONE




Securities registered or to be registered pursuant to Section 12(g) of the Act:    Ordinary Shares, nominal value NIS 0.01  per share




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: 76,904,662 Ordinary Shares and 81,666,668 Preferred A Shares, nominal value NIS 0.01 per share, as of December 31, 2010 and June 30, 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 x




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 x




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 x  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 x




*The registrant has not yet been phased into the interactive data requirements.




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-2 of the Exchange Act. (Check one):




Large accelerated filer o
Accelerated filer o
Non-accelerated filer x




Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:




U.S. GAAP x    International Financial Reporting Standards as issued by the International Accounting Standards Board




Other 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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).




Yes o  No x









TABLE OF CONTENTS




PART I
1ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
1ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE
1ITEM 3: KEY INFORMATION REGARDING THE COMPANY
1ITEM 4: INFORMATION ON THE COMPANY
15ITEM 4A: UNRESOLVED STAFF COMMENTS
26ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS
27ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
42ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
52ITEM 8: FINANCIAL INFORMATION
56ITEM 9: THE OFFER AND LISTING
57ITEM 10: ADDITIONAL INFORMATION
58ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
72ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
73PART II
73ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
73ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS
73ITEM 15: CONTROLS AND PROCEDURES
73ITEM 16: [RESERVED]
74ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT
74ITEM 16B: CODE OF ETHICS
74ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES
75ITEM 16D: EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
76ITEM 16E: PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
76ITEM 16F: CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
76ITEM 16G: CORPORATE GOVERNANCE
76PART III
76ITEM 17: FINANCIAL STATEMENTS
76ITEM 18: FINANCIAL STATEMENTS
76ITEM 19: EXHIBITS
77SIGNATURES
79





B




FORWARD-LOOKING STATEMENTS




In addition to historical information, this annual report on Form 20-F contains forward-looking statements. Some of the statements under “Item 3.D: Risk Factors,” “Item 4: Information on the Company,” “Item 5: Operating and Financial Review and Prospects” and elsewhere in this annual report, constitute forward-looking statements. These statements relate to future events or other future financial performance, and are identified by terminology such as “may,” “will,” “should,” “expect,” “scheduled,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “aim,” “potential,” or “continue” or the negative of those terms or other comparable terminology. These forward-looking statements are subject to certain risks, uncertainties and assumptions about us that could cause actual results to differ materially from those reflected in the forward-looking statements. These forward-looking statements are based, among other things, on assumptions in connection with:




·
our ability to obtain the necessary working capital to finance our operations;


·
the market demand for our products;


·
our ability to retain key technical and management personnel;


·
our future performance, sales, gross margins, expenses (including stock-based compensation expenses) and cost of revenues; and


·
the price and market liquidity of our ordinary shares.





Assumptions relating to the foregoing involve judgment with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. Factors that could cause actual results to differ from our expectations or projections include the risks and uncertainties relating to our business described in this annual report under “Item 3.D: Risk Factors,” “Item 5: Operating and Financial Review and Prospects” and elsewhere in this annual report. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis as of the date hereof. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof, except as required by applicable law. In addition to the disclosure contained herein, readers should carefully review any disclosure of risks and uncertainties contained in other documents that we file from time to time with the Securities and Exchange Commission (the “SEC”).




C




PART  I




Item1:  Identity of Directors, Senior Management and Advisors




Not required.




Item2: Offer Statistics and Expected Timetable




Not required.




Item3: Key Information Regarding the Company




Unless the context otherwise requires, “RadView”, “us”, “we” and “our” refer to RadView Software Ltd. and its subsidiaries. References to “U.S. dollars,” and “$” are to the lawful currency of the United States of America, and references to “NIS” are to new Israeli shekels.





3A: Selected Consolidated Financial Data




The selected consolidated statement of operations data for RadView Software Ltd. set forth below with respect to the years ended December 31, 2010, 2009 and 2008, and the selected consolidated balance sheet data as of December 31, 2010 and 2009, have been derived from our audited Consolidated Financial Statements listed in Item 18, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The selected consolidated statement of operations data set forth below with respect to the years ended December 31, 2007 and 2006, and the consolidated balance sheet data as of December 31, 2008, 2007 and 2006, are derived from other consolidated financial statements not included herein and have been prepared in accordance with U.S. GAAP. The data should be read in conjunction with and is qualified by reference to our Consolidated Financial Statements and the Notes thereto and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Annual Report on Form 20-F.




1




Year Ended December 31,2006


2007


2008


2009


2010(In thousands, except share and per share data)Consolidated Statements of Operations Data:Revenues:Software licenses

$
1,757


$
1,225


$
1,687


$
1,184


$
1,151Services


2,526



1,895



1,754



1,245



1,266Total revenues


4,283



3,120



3,441



2,429



2,417Cost of revenues:Software licenses


80



26



89



60



57Services


133



66



55



66



123Total cost of revenues


213



92



144



126



180Gross profit


4,070



3,028



3,297



2,303



2,237Operating expenses:Sales and marketing


2,475



2,687



1,057



673



637Research and development


1,512



1,890



1,231



1,015



896General and administrative


1,671



1,729



1,105



951



742Total operating expenses


5,658



6,306



3,393



2,639



2,275Operating loss


(1,588
)


(3,278
)


(96
)


(336
)


(38
)Financial income (expenses), net


(210
)


(358
)


(337
)


(1,027
)


154Income Tax (tax benefit)


—



331



(77
)


62



(14
)
 Net Income (loss)


(1,798
)


(3,967
)


(356
)


(1,425
)


130Deemed dividend on convertible preferred shares and

exercise of additional investment rights during the year


(882
)


(850
)


—



—



—


Net Income (loss) attributed to Preferred shares


—



—



—



—


$
67Net Income (loss) attributed to Ordinary shares

$
(2,680
)

$
(4,817
)

$
(356
)

$
(1,425
)

$
63
 Basic and diluted net Income (loss) per Ordinary share

$
(0.13
)

$
(0.08
)

$
(0.01
)

$
(0.02
)

$
0.00Weighted average number of ordinary shares used in

computing basic net earnings ( loss) per ordinary share


20,526



60,488



76,905



76,905



76,905Weighted average number of ordinary shares used in

computing diluted net earnings ( loss) per ordinary share


20,526



60,488



76,905



76,905



158,571





2




As of December 31,2006


2007


2008


2009


2010Consolidated Balance Sheet Data:Cash and cash equivalents

$
229


$
880


$
243


$
207


$
404Working capital (deficit)


(1,984
)


(1,810
)


(2,379
)


(1,853
)


(1,651
)Total assets


1,367



2,179



1,181



835



1,004Convertible Loan and accrued interest


94



344



593



968



1,028Total shareholders’ equity (deficit)


(2,039
)


(2,107
)


(2,368
)


(3,719
)


(3,414
)Additional Paid in Capital


59,891



64,835



64,930



65,056



65,231




3




3B: Capitalization and Indebtedness




Not applicable.




3C: Reasons for the Offer and Use of Proceeds




Not applicable.




3D: Risk Factors




In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our industry and our Company could materially impact our future performance and results.We have provided below a list of these risk factors that should be reviewed in connection with our securities. These are not all the risks we face and other factors currently considered immaterial or unknown to us may impact our future operations.




Risks Related to Our Business




If we fail to develop new products or fail to enhance our existing products to respond to emerging technologies and industry trends, we will likely lose market share to our competitors and our revenues will likely decline.




The target market for our products is characterized by rapid technological change, frequent new product introductions, changes in customer requirements, evolving industry standards and significant competition. We expect to introduce new versions and develop enhancements to our existing products. Our future financial performance depends upon our ability to timely identify new market trends and Internet technology and to develop and commercialize software that is compatible with these emerging trends and technologies. We may not accurately identify trends and technologies or we may experience difficulties that delay or prevent the successful development, introduction or marketing of new or enhanced software products in the future. In addition, our products may not meet the requirements of the marketplace or of new industry standards, or achieve market acceptance. If we fail to successfully and timely develop and deploy new products or product enhancements, we may lose market share to our competitors, and our revenues may decline.




The commercial web application performance and testing solutions market is intensely competitive, subject to rapid change and significantly affected by new product introductions and other activities of market participants. Our primary competitors include companies which offer performance-testing software, such as Mercury Interactive (now owned by Hewlett Packard), Borland Software Corporation, Rational Software Corporation (a division of IBM), Neotys and Compuware Corporation. Some of our competitors have longer operating histories, better brand recognition, a larger installed base of customers and substantially greater financial, technical, marketing and other resources than we do. As a result, they may be able to respond more quickly to new or changing opportunities, technologies, standards or customer requirements.




If our current software products become obsolete and we fail to introduce new products, our business will not be viable. Further, if our competitors introduce products earlier or that are more responsive than our products to emerging technologies and market trends, we will lose market share to our competitors and our revenues may decline.




New competitors could emerge or our customers or distributors could internally develop alternatives to our products and either development could impair our sales.




We may face competition from emerging companies as well as from established companies who have not previously entered the market for performance testing products. Established companies may not only develop their own performance testing tools, but they may also acquire or establish product integration, distribution or other cooperative relationships with our current competitors. New competitors or alliances among competitors may emerge and rapidly acquire significant market share due to factors such as greater brand name recognition, a larger installed customer base and significantly greater financial, technical, marketing and other resources and experience.




4




Many of our competitors also have broader and more established distribution channels that may be used to deliver competing products directly to customers through bundling or other means. If competitors were to bundle competing products with their products, the demand for our products might be substantially reduced and our ability to distribute our products successfully would be substantially diminished. The entry of new competitors into our market could reduce our sales, require us to lower our prices, or both. Many of the factors that affect competition are outside of our control, and there can be no assurance that we can maintain or enhance our competitive position against current and future competitors.




We expect that competition will intensify in the future and that additional competitors will enter the market with innovative competing products that may change the competitive landscape. Increased competition is likely to result in pricing pressures, reduced margins and may result in the failure of our products to achieve or maintain market acceptance, any of which could have a material adverse effect on our business, results of operations and financial condition.




Defects in our products may increase our costs and diminish the demand for our products.




Our products are complex and they have occasionally contained, and may in the future contain, undetected errors when first introduced or when new versions are released. If our products do not perform as intended in specific company environments, we may incur warranty costs, be subject to liability and experience delays. Regardless of the source of the errors, we will be forced to divert the attention of our engineering personnel from our research and development efforts to address any such errors. Any insurance policies that we may have may not provide sufficient protection should a claim be asserted. Moreover, the occurrence of errors, whether caused by our products or the products of another vendor, may result in significant customer relation problems and injury to our reputation, and thus may impair the market acceptance of our products and technology.




We expect to depend on sales of our WebLOAD product for a substantial majority of our revenues for the foreseeable future.




We anticipate that revenues from our WebLOAD product will constitute a substantial majority of our revenues for the foreseeable future. Consequently, any decline in the demand for our WebLOAD product could have a material adverse effect on our business.




Failure to develop strategic relationships could limit our growth.




We believe that our success in penetrating our target markets depends in part on our ability to develop and maintain strategic relationships with resellers, systems integrators and distribution partners. If we are unable to maintain our existing marketing and distribution relationships, or fail to enter into additional relationships, we will have to devote substantially more resources to direct sales and marketing of our products. In addition, licenses of our products through indirect channels have been limited to date. Our existing relationships do not, and any future relationships may not, afford us exclusive marketing or distribution rights. Therefore, our partners could reduce their commitment to us at any time in the future. Many of these partners have multiple relationships and they may not regard us as a significant partner for their businesses. In addition, these partners may terminate their relationships with us, pursue other relationships with our competitors or develop or acquire products that compete with our products. Even if we succeed in entering into these relationships, they may not result in additional customers or revenues.




Our products contain third party open source software, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our products.




Our products are distributed with software programs licensed to us by third party authors under “open source” licenses, which may include the GPL, the GNU Lesser General Public License, or LGPL, the BSD License and the Apache License. These open source software programs can include, without limitation, Snort®, Linux, Apache, Openssl, Etheral, IPTables, Tcpdump and Tripwire. These third party open source programs are typically licensed to us for a minimal fee or no fee at all, and the underlying license agreements generally require us to make available to the open source user community the source code for such programs, as well as the source code for any modifications or derivative works we create based on these third party open source software programs. Additionally, if we combine our proprietary software with third party open source software in a certain manner, we could, under the terms of certain of these open source license agreements, be required to release the source code of our proprietary software. This could allow our competitors to create similar products, which would result in a loss of our product sales.




5




Substantial litigation regarding intellectual property rights exists in the software industry, which could have a material adverse effect on our business.




We expect that our software products may be increasingly subject to third-party infringement claims as the number of competitors in our industry segments grows and the functionality of products in different industry segments overlaps.




Third parties may make a claim of infringement against us with respect to our products and technology or claims that our intellectual property rights are invalid. Any claims, with or without merit, could:




·
be time-consuming to defend;


·
result in costly litigation;


·
divert management’s attention and resources;


·
delay product delivery, or


·
result in substantial damage awards.





In addition, if our products were found to infringe a third party’s proprietary rights, we could be required to enter into royalty or licensing agreements in order to continue to be able to sell our products. Royalty or licensing agreements, if required, may not be available on terms acceptable to us or at all. A successful claim of product infringement against us and our failure or inability to license the infringed or similar technology could have a material adverse effect on our business.




We may not be able to protect our intellectual property rights and we may lose a valuable asset or engage in costly and time-consuming litigation attempting to protect our rights.




Our success depends upon the protection of our technology, trade secrets and trademarks. To protect our rights to our intellectual property, we rely on a combination of trade secret protection, trademark law, confidentiality agreements and other contractual arrangements. The protective steps we have taken may be inadequate to deter infringement or misappropriation. We may be unable to detect the unauthorized use of our intellectual property or take appropriate steps to enforce our intellectual property rights. Policing unauthorized use of our products and technology is difficult. In addition, the laws of some foreign countries in which we currently or may in the future sell our products do not protect our proprietary rights to as great an extent as do the laws of the United States.




With the introduction of the original version of our Open Source Edition in 2007, we exposed portions of our proprietary technology to the public, which may have led to unintended access to our confidential proprietary software, even though we have modified later versions of this product to remove the proprietary components. The reach of the open source community, beyond geographic borders, makes difficult the ability to police the proper use and protection of our software. We may have to resort to litigation to enforce our intellectual property rights, to protect our trade secrets or know-how or to determine the scope, validity or enforceability of our intellectual property rights. Defending our intellectual property rights could result in the expenditure of significant financial and managerial resources, whether or not the defense is successful. Our means of protecting our proprietary rights may not be adequate and our competitors may independently develop similar technology, or duplicate our products or our other intellectual property. Failure to adequately protect against or to promptly detect unauthorized use of our intellectual property could devalue our proprietary content, cause us to lose a valuable asset, and impair our ability to compete effectively.




6




The success of our business depends on our senior management, whose knowledge of our business and expertise would be difficult to replace.




Our success depends largely on the continued contributions of our senior management.  Employment agreements with our senior management team and other key personnel do not require a specified service obligation. We also do not carry life insurance on our senior management or other key personnel. If one or more members of our senior management were to terminate their employment, we could experience delays in product development, loss of sales and diversion of management resources.




We may not be able to retain our existing personnel, which could negatively impact development, sales and support of our products.




In the past we have reduced the size of our workforce in order to reduce our operating expenses. As a result, our success depends on our ability to retain our existing experienced employees. If we fail to retain our current employees, our revenues could decline. Competition for qualified personnel is intense, and we may not be able to retain our highly qualified personnel. Our future success also depends upon the continued service of our key sales, marketing and support personnel. In addition, our products and technologies are complex and we are substantially dependent upon the continued service of our existing engineering personnel. None of our key employees are bound by an employment agreement that requires a specified service obligation. If we are not able to retain our existing personnel, we could have difficulty developing, selling or supporting our products.




We may not have sufficient insurance to cover all of our potential product liability and warranty claims.




Companies use our products to assure the performance of their web applications. In many cases, web applications serve critical business functions.  The sale and support of our products may entail the risk of product liability or warranty claims based on our products not detecting critical errors or problems with web applications that fail in a “live” environment and cause companies financial loss. In addition, the failure of our products to perform to customer expectations could give rise to warranty claims. Although we seek to limit our exposure to claims under our license terms and we carry general liability insurance, our insurance may not be adequate to protect us from liability that may be imposed. If we are subject to any claims, our results of operations may be materially adversely affected. In addition, we may be subject to intellectual property infringement claims that, with or without merit, could be costly to defend or settle.




Risks Related to Our Operations




We have had a history of losses and our future levels of sales and ability to achieve profitability are unpredictable.




We incurred net losses of $0.36 million in 2008. In 2009, our net loss was $1.42 million primarily due to the adoption of an amendment  to ASC 815-40 (formerly issued as EITF 07-5), “Derivatives and Hedging - Contracts in Entity's Own Equity”, which instructs companies to classify freestanding instruments (e.g., warrants) and embedded conversion features, that are not considered fixed-for-fixed (adjustment to the exercise price or to the conversion ratio) as liabilities with changes in fair value recognized at each reporting period at the statement of operations. The Company adopted the amendment starting January 2009. In 2010, we had an improvement in the net income which amounted to $0.13 million. As of December 31, 2010, we had an accumulated deficit of $69 million. We may not be able to sustain or increase profitability on a quarterly or annual basis in the future.




We will need additional capital to finance our operations.




We will need to raise additional capital to finance our operations unless we are able to generate sufficient cash from operations. To date, except in 2010, we have been unable to generate sufficient cash from operations and there is no assurance that we will be able to raise such additional capital. Cash used in operating activities was $0.6 million in 2008 and $0.08 million in 2009. Cash provided by operating activities was $0.197 million in 2010.




7




At the annual shareholders meeting in December 2008, the shareholders approved the terms of a credit facility for up to $4 million that may be advanced by our principal shareholder, Fortissimo Capital Funds GP, LP (“Fortissimo”), upon the Company’s request. The principal shareholder under the 2008 credit facility has agreed in advance to comply with a request made by the Company for up to $0.5 million within the subsequent twelve months.In December 2009, the Company’s shareholders approved an amendment to the discretionary convertible credit facility that: (i) increased the amount of the convertible loans from $4 million to $6 million; (ii) revised theConversion Price; (iii) allowed for potential co-lenders and (iv) limited the arrangement availability to mid 2011. The remaining terms of the convertible loans that may be extended under the Credit Facility (term, interest rate, security interests and warrants) remained unchanged. In December 2009, the Company’s shareholders approved an additional amendment which extended the arrangement availability to mid 2012




Any request for future cash withdrawals from this facility will be subject to the discretion of Fortissimo. The Company has not made a request under the credit facility to date. The Company has not entered into an agreement in respect of the credit facility and an agreement will be executed if and when a withdrawal is to take place. See "Section 5B. Liquidity and Capital Resources".




We are restricted in our ability to seek other financing or pursue other strategic alternatives without the approval of the holders of our preferred shares. As a result, in the event that alternative financing is needed but not approved by the holders of preferred shares, our ability to continue operations will be materially adversely affected.




Our sales cycle depends partly on factors outside our control and may cause our revenues to vary significantly.




Our customers view the purchase of our products as an important decision. As a result, our customers may take a long time to evaluate our products before making their purchase decisions and this could result in a long, and often unpredictable, sales and implementation cycle for our products. This may cause our revenues and results of operations to vary significantly from period to period. In addition, we may expend significant sales and marketing expenses during the evaluation period before the customer places an order with us. Our customers often begin by purchasing our products on a pilot basis before they decide whether or not to purchase additional licenses for broader use within their organizations.




We usually have no significant order backlog. This makes revenues in any quarter substantially dependent upon orders we receive and deliver in that quarter. Because of this, our revenues and results of operations in any quarter may not meet market expectations or be indicative of future performance and it may be difficult for an investor to evaluate our prospects.




Our operating results may fluctuate, and if we fail to meet the expectations of our investors, our share price may decrease significantly and shareholders could lose part or all of their investment.




Our revenues and operating results have varied significantly in the past and are likely to continue to vary significantly in the future. Our future operating results may fluctuate significantly and may not meet the expectations of investors.




The factors that may cause fluctuations of our operating results include the following:




·
the size, timing and terms of sales of our products and services;


·
unexpected delays we may encounter in introducing new versions of our existing products as well as any new future products and services;


·
our ability to successfully retain our direct sales force and international sales organization;


·
our ability to establish and maintain relationships with our partners;


·
the fixed nature of expenses such as base compensation and rent; and


·
transaction costs, including legal, investment banking and accounting fees, in connection with extraordinary activities, such as obtaining financing or pursuing our strategic alternatives.





Due to these and other factors, we believe that period-to-period comparisons of our results of operations may not be meaningful and should not be relied upon as indicators of our future performance. It is possible that in future periods our results of operations may be below the expectations of public market analysts and investors. If this occurs, the price of our ordinary shares may decline.




8




We may incur significant costs in order to comply with Section 404 of the Sarbanes-Oxley Act of 2002.




Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, our management is required to evaluate the effectiveness of our internal control over financial reporting on an annual basis and furnish a report with management's assessment. Our management is also required to report on the effectiveness of our disclosure controls and procedures. We believe that significant time, effort and expense, including time of senior management will continue to be required to design, maintain and evaluate the internal control system over financial reporting under these rules. The costs involved in Section 404 compliance could have a material adverse effect on our business, results of operations and prospects.




Risks Relating To Our Financing Transactions




There has been and will continue to be substantial dilution to our existing shareholders as a result of a series of financings we have entered into since 2006.




At the closing of our 2006 financing, we issued to the investors 25,000,000 preferred shares, convertible debt that could be convertible into 25,000,000 preferred shares, and warrants to purchase up to an additional 18,750,000 preferred shares. The investors had the additional right, within 18 months after the closing, to purchase up to an additional 75 million preferred shares and warrants to purchase up to a total of 56,250,000 additional preferred shares. That additional investment right was exercised in part in three additional investments by one of the investors under that financing, as a result of which we issued to that investor 56,666,668 preferred shares and warrants to purchase up to an additional 42,500,000 preferred shares. The remainder of the additional investment rights expired in March 2008. As a result, the investors in the 2006 financing have the ability, upon conversion of the preferred shares and convertible debt, and exercise of the warrants, to acquire up to 167,916,668 of our ordinary shares.




The three additional investments by one of the investors as described above were made pursuant to three addendums to the purchase agreement for the 2006 financing, each of which granted to the investor a new option to purchase preferred shares and warrants to purchase preferred shares equal to the amount acquired under the additional investments. The new options have expired. See "Item 4B: Business Overview - Financing Transactions  " and "Item 7B: Related Party Transactions" for further discussion of the new options.


In addition, in connection with private placements by certain institutional investors in March 2007 and May 2007, that we refer to as the Meitav investments, the Company issued to those investors a total 56,378,980 ordinary shares and warrants to purchase up to an additional 39,465,286 ordinary shares. The Company has issued to its advisor in the private placements warrants to purchase 2,818,949 ordinary shares.




Furthermore, under the 2008 credit facility (as amended in 2009 and 2010) that may be provided by a principal shareholder, any loans taken by the Company will be convertible into ordinary shares at any time prior to repayment, at a conversion price per ordinary share, as follows: (a) the first $1 million of loan(s) shall be convertible into the Company’s ordinary shares at  the lower of: (x) $0.03 and (y) the average closing market price of the Company’s ordinary shares on the OTCBB during the 60 day period ending one day prior to the date of conversion of the applicable loan; but no less than $0.01 and (b) any loan amounts exceeding the first $1 million shall be convertible into the Company’s ordinary shares at a conversion price of $0.02 per ordinary share. Also, the Company undertook to grant warrants to acquire ordinary shares in a U.S. dollar amount equal to 50% of the principal amount of each loan. If the Company draws the maximum amount of the credit facility, the shareholder will be entitled to 400,000,000 ordinary shares upon conversion of the loans and will receive warrants to purchase up to 200,000,000 ordinary shares.  See "Item 4B: Business Overview - Financing Transactions  " and "Item 7B: Related Party Transactions" for further discussion of the 2008 credit facility.


9




Fortissimo and other investors in the 2006 financing have control over most matters submitted to a vote of the shareholders, thereby limiting the power of other shareholders to influence corporate action.




As of May 31, 2011, Fortissimo Capital Fund GP, LP, or Fortissimo, owned 47.6% of our outstanding ordinary shares and, together with certain other investors in the 2006 financing with which Fortissimo shares voting rights, these shareholders own 53.9% of our outstanding ordinary shares (including the ordinary shares issuable upon conversion of the preferred shares held by them) or 69.3% of our shares, including the shares issuable on exercise of warrants and additional investment rights and conversion of debt (but excluding the shares issuable under the 2008 credit facility, no portion of which has been drawn). See "Item 7A: Major Shareholders". Fortissimo and these other investors are parties to a voting agreement, in which the other investors undertook to vote their shares with Fortissimo, and consequently Fortissimo has the power to substantially influence the outcome of most matters submitted to a vote of shareholders, including the election of members of our board and the approval of significant corporate transactions. This concentration of ownership may also have the effect of making it more difficult to obtain approval for a change in control of RadView. In addition, Fortissimo is also entitled to nominate a majority of the members of our board of directors to be designated as preferred directors. These preferred directors have been granted approval authority over significant corporate actions and transactions.




As a result, Fortissimo has substantial control over both the voting shares and our Board of Directors, which may significantly limit the power of all other shareholders to influence corporate actions.




Additionally, Fortissimo may exercise its control over our business to affect directly or indirectly other aspects of our operations, such as our business strategy, management structure, and personnel. There can be no assurance that any changes resulting from the influence of Fortissimo will not materially adversely affect our business.




We will incur additional costs in connection with the 2006 financing.




We incur costs and expenses arising directly from the financing such as interest expense and amortization of deferred financing charges and warrants.  In addition, we are required to pay to Fortissimo a management fee in a minimum amount of $50,000 per year, plus an additional amount up to $70,000 per year, such additional amount payable from our annual profits, if any. These additional expenses may materially adversely affect our results of operations if we are not able to increase our revenues and/or decrease our other expenses.




Risks Relating to Our Share Capital




Our ordinary shares are listed on the Over-the-Counter Bulletin Board, or OTCBB.




Our shares are quoted on the OTCBB. Until September 2004, our shares were traded on the Nasdaq SmallCap Market.  As a result of being traded on the OTCBB, our shareholders and we have experienced, and may in the future experience, negative consequences, including:




·
a less liquid trading market for our ordinary shares (e.g., it may be more difficult to dispose of or to obtain accurate quotations as to the market value of our ordinary shares);


·
loss of investor confidence that could result in the decline in the trading price or volume of our ordinary shares;


·
decrease of our reputation with prospects, customers, employees and vendors, any of which may have a material adverse affect on our business; and


·
reduced access to capital markets in the event we need to raise additional capital.




10




Our ordinary shares are subject to the “Penny Stock” rules of the SEC. This makes transactions in your ordinary shares cumbersome and may reduce the value of your shares.




The SEC has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:




—
that a broker or dealer approve a person's account for transactions in penny stocks; and





—
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.




In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:




—
obtain financial information and investment experience objectives of the person; and





—
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.




The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:




—
sets forth the basis on which the broker or dealer made the suitability determination; and





—
that the broker or dealer received a signed, written statement from the investor prior to the transaction.




Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.




Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our ordinary shares and cause a decline in its market value.




The 2006 financing, the  Meitav investments and the 2008 credit facility may have an adverse effect on the market price of our ordinary shares.




In connection with the 2006 financing and the Meitav investments, we have issued a substantial number of ordinary shares, convertible preferred shares and warrants to purchase ordinary shares or preferred shares, as well as convertible debt that is convertible into preferred shares. In connection with the 2008 credit facility, we may issue additional warrants to purchase our ordinary shares. Our ordinary shares may be issued as a result of the conversion of our convertible preferred stock or convertible debt or the exercise of warrants. Under the terms of the 2006 financing, the Meitav investments, and the warrants issuable under the 2008 credit facility, the ordinary shares underlying the securities issued in those transactions and certain other securities outstanding prior to those transactions may be registered for resale to the public or may become freely tradeable under Rule 144.




If our current or future shareholders sell substantial amounts of our ordinary shares, including shares issued upon the conversion of preferred shares or convertible debt, or upon the exercise of outstanding options and warrants, then the market price of our ordinary shares may decline. These sales might also make it more difficult for us to sell equity or equity-related securities in the future at a time and place that we deem appropriate.




11




The market price of our ordinary shares has fluctuated and may continue to fluctuate significantly.




Our share price has fluctuated and may continue to fluctuate significantly. Fluctuations in our share price can occur for reasons that may be unrelated to operating results, including stock market-wide downturns and events related to the technology industry or in Israel. These fluctuations may adversely affect the market price of our ordinary shares.




Following the 2006 financing, the privileges and rights of our ordinary shareholders are junior to the rights of our preferred shareholders.




In connection with the 2006 financing, our Articles of Association were amended to allow for the creation of preferred shares and establishment of their rights and preferences, which include the following:




·
Preferred shares vote on an as-converted basis with ordinary shares on all matters presented at a general meeting of shareholders;


·
Preferred shares are entitled to nominate a majority of the members of the Board of Directors;


·
Preferred shares have a priority preference upon liquidation; and


·
Preferred shares have protective rights over significant corporate actions, such as approval of mergers and acquisitions, voluntary liquidation or dissolution, declaration of dividends, amendments to the Articles of Association, sale or transfer of assets, and issuance of securities with equal or superior rights.





The rights granted to holders of our preferred shares may have an adverse effect on the rights and preferences of our ordinary shareholders.




Risks Relating to Our Location in Israel




Conditions in Israel affect our operations and may limit our ability to produce and sell our products, which could have a material adverse effect on our business.




Our principal offices and many of our subcontractors and suppliers are located in Israel.  Political, economic, security and military conditions in Israel directly influence us. We could be adversely affected by any major hostilities involving Israel, the interruption or curtailment of trade between Israel and its trading partners or a significant downturn in the economic or financial condition of Israel.




Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors, and a state of hostility, varying from time to time in intensity and degree, has led to security and economic problems for Israel. Although Israel has entered into various agreements with Egypt, Jordan and the Palestinian Authority, since September 2000, there has been a high level of violence between Israel and various Palestinian groups. In July 2006, the Israeli army was engaged in extensive hostilities along Israel’s northern border with Hezbollah operating from Lebanon, and to a lesser extent in the Gaza Strip. Since June 2007, the Hamas militant group has taken over the Gaza Strip from the Palestinian Authority, and the hostilities along Israel’s border with the Gaza Strip have increased, escalating to a wide scale attack by Israel in December 2008, in retaliation to rocket attacks into southern Israel.




In May 2011, the Palestinian Authority and Hamas signed a reconciliation agreement, the effects of which are unclear, and the future of the “peace process” as a whole with the Palestinians remains uncertain.




Recently, countries in the region, such as Egypt, Syria and other Arab and Islamic countries,  have experienced political change and instability, the effects of which are currently difficult to assess.




Ongoing violence between Israel and the Palestinians, armed conflicts, terrorist activities, tension between Israel and neighboring Syria and Lebanon, or political instability in the region, may have a material adverse effect on our business, financial condition and results of operations. In addition, several countries still restrict business with Israel and with companies doing business in Israel. We could be adversely affected by adverse developments in the “peace process” or by boycotts, restrictive laws or policies directed towards Israel or Israeli businesses.




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In recent years, Israel has been going through periods of recession in economic activity, resulting in low growth rates and growing unemployment. Our operations could be adversely affected if the economic conditions in Israel deteriorate. Furthermore, Israel is a party to certain trade agreements with other countries, and material changes to these agreements could have an adverse effect on our business.




If our key personnel are required to perform military service, we could experience disruptions in our business.




A number of our key personnel in Israel have standing obligations to perform periodic reserve duty in the Israel Defense Forces and are subject to be called for active military duty at any time. If our key personnel are absent from our business for a significant period of time, we may experience disruptions in our business that could affect the development, sales or technical support of our products. As a result, we might not be able to compete in the market and our results of operations could be harmed.




Because substantially all of our revenues are generated in U.S. dollars, while a portion of our expenses is incurred in NIS, inflation in Israel could harm our results of operations.




A substantial portion of our revenues are generated in U.S. dollars, while a portion of our expenses, primarily salaries and related expenses incurred in our Israeli facility, is in NIS. This foreign currency exposure gives rise to market risk associated with exchange rate movements of the U.S. dollar against the NIS. Our Israeli-based employees’ salaries are influenced by inflation in Israel. As a result, any increase in the rate of inflation in Israel may have a negative impact on our U.S. dollar-measured operating results unless the inflation in Israel is offset by a devaluation of the NIS in relation to the U.S. dollar. In 2006, the rate of inflation in Israel decreased by 0.1% and the value of the U.S. dollar decreased in relation to the NIS by 8.2%. In 2007, the rate of inflation in Israel decreased by 3.4% and the value of the U.S. dollar decreased in relation to the NIS by 8.97%. In 2008, the rate of inflation in Israel increased by 3.8% and the value of the U.S. dollar decreased in relation to the NIS by 1.1%. In 2009, the rate of inflation in Israel increased by 3.9% and the value of the U.S. dollar decreased in relation to the NIS by 0.7%. In 2010, the rate of inflation in Israel increased by 2.7% and the value of the U.S. dollar decreased in relation to the NIS by 6%. If future inflation in Israel exceeds the devaluation of the NIS against the U.S. dollar or if the timing of such devaluation lags behind increases in inflation in Israel, our results of operations may be materially adversely affected. We cannot predict any future trends in the rate of inflation in Israel or trends in the rate of exchange between the NIS and the U.S. dollar. If the U.S. dollar cost of our operations in Israel increases, our U.S. dollar-measured results of operations will be materially adversely affected. We do not currently engage in any currency hedging transactions intended to reduce the effect of fluctuations in foreign currency exchange rates on our results of operations. We cannot guarantee that we will enter into such transactions in the future or that such measures will adequately protect adverse impact of inflation in Israel.




Israeli regulations may impact our ability to engage in research and development and export of our products in accordance with our current practices.




Israeli law requires us to obtain a government license to engage in research and development of, and export of, the encryption technology incorporated in our products.  We currently have government licenses to engage in production of our encryption technology in our products in their 40-bit and 128-bit versions. Our research and development activities in Israel would need to be modified to transfer this activity to our U.S. development organization, and our current practice of exporting our products from Israel to the U.S., with embedded encryption technology, would need to be changed if:




·
the Israeli government revokes our current licenses;


·
our licenses fail to cover the scope of the technology in our products; or


·
Israeli laws regarding research and development export or use in general of encryption technologies were to change.




13




We currently benefit from government programs that may be discontinued or reduced.




We were approved for research and development grants for 2007 of up to approximately $460,000 and for 2008 of up to approximately $200,000 under Government of Israel programs. Of these grants, we have received, as of May 31, 2011, $409,500 in respect of 2007 and approximately $180,000 in respect of 2008. In order to maintain our eligibility for these programs and benefits, we must continue to meet specified conditions, including making specified investments in property and equipment. Some of these programs restrict our ability to manufacture particular products or transfer particular technology outside of Israel. If we fail to comply with these conditions in the future, the benefits received could be canceled and we could be required to refund any payments previously received under these programs.




The Government of Israel has reduced the benefits available under these programs at various times over past years and has amended the specified conditions that must be met in order to achieve or maintain eligibility. See Item 10E below and in Note 11(b) to the Notes to Consolidated Financial Statements. We cannot guarantee that these programs continue in the future at their current levels or at all. If the Government of Israel reduces or ends these benefits, our business, financial condition and results of operations could be materially adversely affected.




It may be difficult to enforce a U.S. judgment against us or against certain of our directors, or to assert U.S. securities laws claims in Israel or serve process on these persons.




We are incorporated under the laws of the state of Israel. The chairman of the Board of Directors and all other directors and officers are nonresidents of the United States and the majority of our assets are located outside the United States. Therefore, it may be difficult to enforce a judgment obtained in the United States against us or any of those persons or to effect service of process upon these persons in the United States. It may also be difficult to enforce civil liabilities under U.S. federal securities laws in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law, as opposed to U.S. law, is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing these matters.




Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a U.S. final judgment in a civil matter, including judgments based upon the civil liability provisions of the U.S. securities laws and including a monetary or compensatory judgment in a non-civil matter, provided that:




—
the judgment is enforceable in the state in which it was given;—
adequate service of process has been effected and the defendant has had a reasonable opportunity to present its arguments and evidence;—
the judgment and its enforcement are not contrary to the law, public policy, security or sovereignty of the State of Israel;—
the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and—
an action between the same parties in the same matter is not pending in any Israeli court of law at the time the lawsuit is instituted in the U.S. court.




Provisions of the Israeli law could delay, prevent, or make difficult, a change of control, thereby depressing the price of our ordinary shares.




Provisions of the Israeli Companies Law may have the effect of delaying, preventing or making more difficult a merger with, or acquisition of, RadView. The Israeli Companies Law generally provides that a merger be approved by both the board of directors of a company and a majority of the shares present and voting on the proposed merger at a meeting called upon with at least 21 days notice. For purposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the shares not held by the other party to the merger (or by any person who holds 25% or more of the shares or the right to appoint 25% or more of the directors of the other party or its general manager) vote against the merger. Upon the request of any creditor of a party to the proposed merger, a court may delay or prevent the merger if it concludes that there is a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of the merging company. Finally, a merger may not be completed unless at least 50 days have passed since the filing of the merger proposal signed by both parties with the Israeli Registrar of Companies.




14




The Israeli Companies Law also provides that an acquisition of shares in a public company on the open market must be made by means of a tender offer if, as a result of the acquisition, the purchaser will become a 25% or greater shareholder of the company unless there is already another 25% or greater shareholder of the company. Similarly, an acquisition of shares must be made by means of a tender offer if, as a result of the acquisition, the purchaser would become a 45% or greater shareholder of the company, unless there is already a 45% shareholder of the company.  In any event, if as a result of an acquisition of shares, the acquirer will hold more than 90% of a company’s shares, the acquisition must be made by means of a tender offer for all of the shares. Finally, Israeli tax law treats some acquisitions, such as stock-for-stock exchanges between an Israeli company and a foreign company, less favorably than United States tax law. For example, Israeli tax law may subject a shareholder who exchanges our ordinary shares for shares in another corporation to immediate taxation.




These Israeli laws could have the effect of inhibiting third party attempts to acquire RadView.




Item4: Information on the Company




4A: History and Development of the Company




We were incorporated in Israel in 1991 as a private company pursuant to the Israeli Companies Ordinance, 1983 under the name RadView Software Ltd. and conducted all our operations in Israel from 1993 until April 2000, when we relocated our corporate offices to the United States. We relocated our headquarters back to Israel in 2006. We maintain our research and development operations in Israel. In August 2000, we completed the initial public offering of our ordinary shares, raising $35.3 million after offering costs.




Our corporate headquarters and research and development facilities are located at 14 Hamelacha St., Park Afek, Rosh Ha’Ain, 48091, telephone +972-03-915-7060 and our website address is www.radview.com. The information contained on, or linked from, our websites is not a part of this report. Our U.S. sales office is located at 991 Highway 22 West, Bridgewater, New Jersey, 08807.




4B: Business Overview




RadView develops and markets software for testing the performance, scalability and reliability of internet applications. Our software allows companies to accelerate the development and deployment of their web applications and enables the successful implementation of their strategies involving their websites. We also provide support and maintenance services to our installed base of customers.




To date, we have licensed our software to approximately 2,000 organizations from all major industries including  Best Western International, Inc., Georgia Institute of Technology, Morningstar Corporation, Symantec, the Monsanto Company, GoDaddy, Esure and Barclaycard.




We provide an integrated suite of products that comprehensively verifies the performance, scalability, and integrity of web applications throughout the development lifecycle. Together, our innovative products provide all the technology needed to implement an organized, efficient process for automated testing through central consoles, seamless script sharing and support for open-standards. By using our family of products customers can detect and resolve issues faster and improve the quality of their web applications.




15




In February 2009, we re-focused our marketing efforts on our commercial WebLOAD Professional products, using the standard enterprise sales model for our direct sales force and channel partners. The open source initiative, which we introduced in April 2007, did not yield the anticipated benefits and therefore, in February 2009, we discontinued a portion of that program and removed the proprietary components of the open source edition of the product. The Open Source Edition now offers only our non-proprietary load engine which may attract developers interested in simulating web application loads, but does not provide a commercial alternative for the customers to whom we offer WebLOAD Professional.




Financing Transactions




In August 2006, we closed a financing led by Fortissimo Capital Fund GP LP, or Fortissimo, and a group of co-investors that included one of our directors and two existing shareholders, for an initial investment of $1.5 million consisting of $750,000 for the purchase of 25,000,000 convertible preferred shares, at a purchase price of $0.03 per share, and $750,000 as a convertible loan (the “Convertible Loan”). The investors also had the right to purchase up to an additional 75 million preferred shares at a price of $0.03 per share, for up to a total of $2.25 million, within 18 months after the closing of the initial investment. The additional investment rights were exercised in part, as described below, and the remainder of these rights has expired.




The preferred shares are convertible, at the election of the holder, into our ordinary shares on a one-for-one basis.  In addition to voting rights similar to our ordinary shares, preferred shares are also entitled to nominate a majority of the members of our board of directors and have voting control over significant corporate actions. Preferred shares also have a preference in liquidation over our ordinary shares. The investors also received warrants to purchase up to 18,750,000 preferred shares with respect to the initial investment and up to a total of 56,250,000 additional preferred shares in the event they made the additional investment. The warrants have an exercise price of $0.04 per share and are exercisable for a period of five years from date of issuance.




The Convertible Loan under the August 2006 financing was due to be repaid on August 18, 2009. The investors had agreed to extend the loan payment date initially to June 30, 2010 and during the extension period, the loan was non-convertible and without interest. In December 2009, the Company's shareholders approved, and in June 2010, the Company and the investors entered into, an amendment to the Convertible Loan Agreement pursuant to which the repayment date of the Convertible Loan principal and interest was extended to August 31, 2011. In December 2010, the Company's shareholders approved, and the Company and the investors entered into, an amendment to the Convertible Loan Agreement pursuant to which the repayment date of the Convertible Loan principal and interest was further extended to August 31, 2012.




Until repayment, the Convertible Loan shall continue to bear interest at 8% per annum, including retroactively during the initial extension period and shall be convertible at the election of the investors, into Preferred A Shares, at $0.03 per Preferred A Share (subject to standard adjustments).




In order to secure required financing in the last quarter of 2006 and the first quarter of 2007, the Company requested Fortissimo to accelerate the exercise of its right under the financing to make additional investments. The Company and Fortissimo entered into a series of addendums to the share purchase agreement of April 2006 for Fortissimo’s additional investment and purchase as follows: the purchase on December 24, 2006 of 23,333,334 preferred shares and 17,500,000 Preferred Warrants for an investment of $0.7 million (the “First Addendum”), the purchase on February 7, 2007 of 16,666,667 preferred shares and 12,500,000 Preferred Warrants for an investment of $500,000 (the “Second Addendum”), and the purchase on March 20, 2007 of 16,666,667 preferred shares and 12,500,000 Preferred Warrants for an investment of $500,000 (the “Third Addendum”).




Pursuant to each of the First, Second and Third Addendums, respectively, and in consideration of the acceleration of the additional investment rights, the Company undertook to grant Fortissimo a new option (each a “New Option”) to acquire, on the same terms and conditions, the same number of shares and warrants as purchased under the respective Addendum.  Each New Option was subject to the right of the Company for a period of 12 months from the date of issuance of the New Option (and subject to RadView having available surplus) to buy back any shares purchased under the Addendum. Fortisimo did not exercise the New Options. The Company did not exercise its rights to buy back any shares purchased under the Addendums and these rights have expired.




16




In March and May 2007, we closed two private placements for our ordinary shares led by Meitav Underwriting Ltd., or “Meitav”, and several institutional investors, totaling approximately $3.4 million for the purchase of 56,378,980 ordinary shares at a price per share of $0.06 and warrants to purchase 39,465,286 ordinary shares at a price per share of $0.06. The maximum number of ordinary shares potentially owned by these investors as a result of the private placements is 95,844,266 ordinary shares, assuming the exercise of all available warrants.




In December 2008, the Board and shareholders approved the terms of a convertible credit facility that may be provided to us by Fortissimo, our principal shareholder (the “2008 Credit Facility”). Except for an amount of $0.5 million, which Fortissimo has agreed to fund upon a request by the Company, any future cash withdrawals from this facility, are subject to the discretion of Fortissimo.  The Credit Facility was for an amount up to $4 million, in one or more loans, to be determined by Fortissimo at its sole discretion upon our request (each the “Loan”). Each Loan shall have a 3 year term, which may be extended for 2 additional one year terms by agreement of Fortissimo and us. The Loans shall bear interest at 8%, compounded annually, payable together with the repayment of the principal of the respective Loan. A Loan (or any part thereof) may be repaid at any time prior to its due date, at our discretion. Each Loan is convertible into ordinary shares, at the option of Fortissimo, at any time prior to repayment, at a conversion price per ordinary share equal to $0.01, the trading price at the time the 2008 Credit Facility was approved (the “Conversion Price”). As security for the repayment of the Loans, we shall grant Fortissimo (i) a fixed charge on our intellectual property, and (ii) a floating charge on our tangible and intangible assets, junior to all of our outstanding charges at the time of the Loan. We have also agreed that upon each draw down of a Loan, Fortissimo will be issued a warrant to acquire ordinary shares in a U.S. dollar amount equal to 50% of the principal amount of the Loan at a purchase price per share equal to the Conversion Price. Fortissimo has agreed to in advance to comply with a request by the Company under this Credit Facility up to $0.5 million within the next twelve months.




In December 2009, the Company’s shareholders approved an amendment to the discretionary convertible credit facility that: (i) increased the amount of the convertible loans from $4 million to $6 million; (ii) revised the Conversion Price; (iii) allowed for potential co-lenders and (iv) limited the arrangement availability to mid-2011. The remaining terms of the convertible credit facility (term, interest rate, securities and warrants) remained unchanged.




The terms of the Credit Facility following the amendment are as follows: Up to $6 million, in one or more loans, to be determined by Fortissimo at its sole discretion the Company’s upon request. The potential funding may be extended by Fortissimo and possibly certain co-lenders (that may include existing shareholders).




The conversion price of the convertible loan(s) extended under the amended credit facility shall be as follows: (a) the first $1 million of loan(s) shall be convertible into the Company’s ordinary shares at  the lower of: (x) $0.03 and (y) the average closing market price of the Company’s ordinary shares on the OTCBB during the 60 day period ending one day prior to the date of conversion of the applicable loan; but no less than $0.01 and (b) any loan amounts exceeding the first $1 million shall be convertible into the Company’s ordinary shares at a conversion price of $0.02 per ordinary share. In December 2010, the Company’s shareholders approved an extension to the arrangement facility until mid-2012. The Company has not entered into an agreement in respect of the credit facility and an agreement will be executed if and when a withdrawal is to take place.




See "Section 5B. Liquidity and Capital Resources".




2010 Product Highlights




In October 2010, we introduced a new pricing structure that makes WebLOAD more attractive to SMBs and QA departments in larger organizations. Under the new pricing structure, the cost of an entry-level license has been significantlyreduced.




17




In December 2010, we announced the launch of WebLOAD Professional version 8.6, which makes it easier for a novice load testers to identify performance bottlenecks. WebLOAD 8.6 includes expert performance knowledge and best practice performance rules that proactively identifies performance bottlenecks in the system under test. This release also added support for Windows 7, Windows Server 2008 and Windows Vista, together with other usability and performance enhancements.




Industry Background




Distributed Computing Environments




Historically, companies relied on traditional client/server applications to perform internal business processes and share information. The rapid growth and acceptance of the Internet has fundamentally changed the way companies now conduct business and has enabled the proliferation of distributed computing environments.




Today, these distributed computing environments have the following attributes:




·
Scope: may include any combination of client/server environments, the Internet, intranets and extranets;


·
Structure: may be composed of a complex system of rapidly evolving hardware and software technologies, all of which may be geographically dispersed throughout the world;


·
Usage: commonly used to communicate, obtain and share information, sell goods and services, interact with customers, suppliers and partners; and


·
Accessibility: users can access the application from any location at any time.





An integral element of software technology used in today’s distributed computing environments is the web application.




Characteristics of Web Applications




Web applications have become the standard for new application software. We believe that web applications will eventually displace legacy client/server systems. Web applications have the following characteristics that present significant challenges to their successful development, deployment and ongoing operation:




·
Complexity. Web applications typically involve the integration of many hardware and software components and technologies from multiple vendors often requiring close collaboration among a wide array of technology, media and graphic specialists;


·
Unpredictable Loads and Stresses. Web applications are available to a potentially large number of users and can be subject to large traffic spikes;


·
Nonstop Operation. Due to the business-critical nature of website initiatives, web applications must be available to users on a constant basis with minimal or no downtime for upgrades or modifications. Also, given the nature of the Internet, where websites can be accessed by users from all over the world, and within different time zones, operation must be available 24x7;


·
Rapidly Evolving Technologies. Web applications are typically developed using software that is continuously changing as new technologies and standards emerge; with emerging new technologies such as those appearing under the Web 2.0, SOA and RIA (Rich Internet Applications), which continue to rapidly change the nature and complexity of web and Internet applications; and


·
Continuous Modifications and Updates. Web applications are typically modified and updated on a continuous basis as companies add new content and functionality and incorporate new technologies and standards.




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Importance of Web Application Integrity and Performance




As companies move various aspects of their businesses to corporate intranets, extranets and the Internet, they are placing greater reliance on their web applications. At the same time, web applications continue to become more complex, which produces a higher risk of failure. If a company’s web applications operate erroneously, perform poorly, or fail entirely, the resulting financial and business costs can be substantial, including lost revenues, customer defections, business interruptions and damage to a company’s reputation. In order to successfully compete, companies must rapidly deploy web applications of high quality and robust performance.




The performance of web applications includes the following key elements:




·
Integrity: must operate as designed with full functionality accurately intact;


·
Scalability: must be able to accommodate very large numbers of concurrent users and complex usage patterns;


·
Efficiency: must operate rapidly and efficiently without deteriorating response time or processing bottlenecks; and


·
Reliability: must consistently function as intended over prolonged periods when deployed and integrated into a company’s existing and evolving systems.





Our Market Opportunity and Solutions




We believe that the distributed environment segment of the Automated Software Quality, or ASQ, is where virtually all the growth of the ASQ market will be realized in the next few years, and that there is a significant market opportunity for solutions that test and verify the integrity, scalability, efficiency and reliability of web applications to facilitate their rapid deployment. This is due to the expanded use of the Internet and corporate intranets and extranets, the need for high quality software, and the increase in the criticality of web applications for the success of businesses.




We are a premier provider of software that enables companies to assure the integrity and performance of business-critical web applications. We address the functionality and performance requirements of web applications throughout their product lifecycle, from initial design through development, deployment and ongoing modifications and upgrades. In meeting these requirements, companies are able to mitigate the financial and business costs that can result from unsuccessful deployment and failures of their web applications. Companies that test their web applications using our solutions benefit from earlier detection of potentially costly problems such as performance bottlenecks, scalability issues, and functionality limitations.  This results in significantly reduced costs and the improved time to market needed to successfully launch high performing, reliable web applications.




See "Sales and Marketing" for a discussion of our marketing channels and sales methods.




In our view, this growing market opportunity would be best addressed by solutions such as ours, that:




·
efficiently and accurately simulate real world operating conditions;


·
offer integrated and comprehensive performance assessment capabilities;


·
allow performance assessment and error detection early in development process;


·
provide detailed performance analysis to assist companies in better identifying and quickly resolving performance bottlenecks and other problems;


·
enable collaboration among all parties involved in the development and deployment of web applications;


·
provide open and extensible tools, that can be tailored and customized by our users to fit to their own specific needs; and


·
enable rapid development of new tools and features by incorporating other open source software projects.




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Competition




Commercial competition




The web application performance and testing solutions market is intensely competitive, subject to rapid change and significantly affected by new product introductions and other activities of market participants. Our primary competitors include companies who offer application-testing software, such as Mercury Interactive (now owned by Hewlett Packard), Compuware, and Borland Software Corporation. We also compete against companies that provide a broader spectrum of development tools that include application-testing functionality, such as Rational Software Corporation (a division of IBM.) In addition, we compete with companies like Neotys whose main offering is application performance management software.




We expect that competition will intensify in the future and that additional competitors will enter the market with innovative products that may change the competitive landscape. Increased competition is likely to result in pricing pressures, reduced margins and may result in the failure of our products to achieve or maintain market acceptance, any of which could have a material adverse effect on our business, results of operations and financial condition.




We anticipate that there will be continuing consolidation in the web application products’ market and in related markets such as computer software, media and communications. Our competitors may be acquired by, receive investments from, or enter into other commercial relationships with, larger, well-established and well-financed companies. As a result, they may be able to respond more quickly to new or changing opportunities, technologies, standards or customer requirements. Many of these competitors also have broader and more established distribution channels that may be used to deliver competing products directly to customers through bundling or other means. If competitors were to bundle competing products with their products, the demand for our products might be substantially reduced and our ability to distribute our products successfully would be substantially diminished.




We believe the principal competitive factors affecting our market include:




·
the ability to accurately emulate client-user interactions with the web application, including efficient simulation of very large numbers of users, extreme fluctuations in traffic and complex user demands placed on web applications;


·
breadth and depth of features for detecting and resolving software errors early in the development cycle;


·
ease of use and interactive user features;


·
price and total cost of use, including hardware and training requirements;


·
ability to stay technically current and compatible with rapidly emerging and changing web technologies and standards; and


·
compatibility with the user’s existing network components and software systems.





To expand our customer base, we must continue to innovate and improve the performance of our products.  Although we believe that our products compete favorably with respect to these factors, our market is subject to constant change.




Proprietary Rights




Our success and ability to compete depend upon our proprietary technology.  In addition, we rely on copyright, trade secret and trademark law to protect our proprietary information.  We also typically enter into an agreement with each of our employees, consultants and customers to control their access to and distribution of our software, documentation and other proprietary information. Nevertheless, a third party could copy or otherwise obtain our software or other proprietary information without our authorization, or could develop software competitive to ours.  We face additional exposure to this risk in connection with the earlier version of our Open Source Edition, available prior to February 2009, which contained some of our proprietary features. Although those proprietary features are no longer available, by its nature the source code of at least a portion of our technology was freely available to a community of developers. Our means of protecting our proprietary rights may not be adequate and our competitors may independently develop similar technology or duplicate our products or our other intellectual property.




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In addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent as do the laws of the United States. We expect that it will become more difficult for us to monitor the use of our products as we increase our international presence.




There has been substantial litigation in the software and Internet industries regarding intellectual property rights. It is possible that, in the future, third parties can claim that we, or our current or potential future products, infringe on their intellectual property.  We expect that software product developers will increasingly be subject to infringement claims as the number of products and competitors in our industry segment grows and the functionality of products in industry segments overlaps.  Any claims, with or without merit, could be time-consuming, result in costly litigation, cause product licensing delays, require us to license or pay royalties for certain products in order to continue to sell our products, or pay substantial damages.  Licensing or royalty agreements, if required, may not be available on terms acceptable to us or at all.  As a result, our business could be harmed.




Our Strategy




Our objective is to be a leading provider of software for testing the performance, scalability and reliability of Internet applications. Our strategy is to market and sell WebLOAD using the standard enterprise sales model, offering the product via our direct sales force and channel partners.




Increase Revenues and Control Costs to Achieve Profitability




Our net loss was $0.36 million in 2008. Our net loss was $1.42 million in 2009 primarily due to the adoption of an amendment  to ASC 815-40 (formerly issued as EITF 07-5), “Derivatives and Hedging - Contracts in Entity's Own Equity”, which instructs companies to classify freestanding instruments (e.g., warrants) and embedded conversion features, that are not considered fixed-for-fixed (adjustment to the exercise price or to the conversion ratio) as liabilities with changes in fair value recognized at each reporting period at the statement of operations. The Company adopted the amendment starting January 2009. We had a net income of $ 0.13 million in 2010. We have lowered our operating costs in each of the past five years to more closely align costs with our expected revenues, and expect a further decrease in our general and administrative costs. We are focused on increasing our revenues while continuing to control costs in order to maintain and increase our positive cash flow in the future.




Maintain and Extend Product Leadership




In 2006, we introduced WebLOAD IDE, a new tool for recording, authoring and debugging test scripts, replacing the AAT and Browser Playback tools, which were part of the WebLOAD product line.  In December 2007, we announced the launch of WebLOAD 8.2, which, among other things, introduced improvements to the stability and performance of the WebLOAD IDE, and included support for testing the Adobe Flex rich application environment and for testing multimedia streaming.




In 2008, we introduced WebLOAD Professional 8.3, with new analysis and reporting tools, improved support for Adobe Flex rich internet applications and enhancements to the usability and functionality of the WebLOAD IDE. In 2009, we introduced WebLOAD Professional version 8.4, which includes a new correlation engine, improved support for the WebLOAD IDE and enhanced productivity. In 2010 and 2011, we introduced WebLOAD Professional version 8.6, which makes it easier for a novice load tester to identify performance bottlenecks. WebLOAD 8.6 includes expert performance knowledge and best practice performance rules that proactively identify performance bottlenecks in the system under test. This release also added support for Windows 7, Windows Server 2008 and Windows Vista, together with other usability and performance enhancements.




We will continue to develop WebLOAD Professional, to introduce new add-ons to support additional protocols and development environments.




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Develop and Expand Strategic Relationships




We believe that strategic relationships with industry leaders will enable us to accelerate our market penetration and visibility, and maintain our technology leadership. We collaborate with leading technology companies and Internet software and service providers. These strategic relationships help to ensure that our software is optimized for use with their product offerings and allow us to promote market awareness of our products. We plan to continue to develop strategic technology and marketing relationships with leading providers of web-related software.




We further believe that certain proprietary technologies used in our products may have alternative uses for other companies in their respective markets, such as combining our software product offerings with hardware platforms meeting the specific needs of a customer.




Leverage Our Installed Customer Base




To date, we have licensed our software to over 2,000 companies worldwide of which approximately 150 have renewed their software-support agreement with us. A portion of our product orders are received from existing customers and distribution channels. These orders are typically the result of support and maintenance renewals and upgrades or expansions to their previously purchased licenses.  For example, upon payment of additional license fees, an existing customer of our load-testing product may increase either or both the maximum number of allowable simulated users that can be generated from within the product and the number of end-users allowed to operate the product.




In addition, as we introduce new products that complement our existing products, we believe there is an opportunity to increase our revenues through our installed customer base, in addition to sales to new customers.




Provide Solutions that Contribute to a Low Total Cost of Ownership




Companies purchase testing solutions based on several criteria, including the total cost of ownership. Factors that contribute to the total cost of ownership for testing solutions include, among others, the costs of testing software, hardware used to simulate user load traffic, training, and designing, writing and maintaining test scripts. We believe our software contributes to a low total cost of ownership in many ways, including:




·
We offer competitive prices and flexible licensing options for our software solutions;


·
Our software efficiently simulates user load traffic which reduces the cost of hardware required to perform tests;


·
Our open-standards scripting language reduces the learning requirements for users and simplifies test script generation and reduces script maintenance; and


·
Our software runs on a variety of platforms allowing users to leverage the infrastructure they already own or have access to.





Products





Our current product line consists of:




·
WebLOAD Professional: software that assures the performance of web applications by efficiently simulating very large numbers of users, extreme fluctuations in traffic and the complex user demands placed on web applications within an operating environment.





·
WebLOAD Open Source Load Engine: the free open source edition of our product which provides a simple load engine which enables only simulating web application loads, with no user interface or features for editing or executing the load test script.





·
WebRM: an enterprise software management tool for WebLOAD that promotes efficient use of resources, facilitates collaboration and enables increased productivity by allowing developers, quality assurance, or QA, and information technology staff to share the same testing resources throughout the application development life cycle.




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As part of our focus on performance testing, we discontinued sales of WebLOAD Analyzer and discontinued development and sales of the WebFT and TestView Suite products. We have not supported the existing customers for any of these products beyond April 2008. This phase-out of support and maintenance has not had a material impact on our customer base.





Our products are designed specifically for web-based applications, and employ Internet-standard technologies.  Using a standards-based approach makes our products easier to use and readily adaptable to new technology standards.





Key features of our software include:





Comprehensive Performance Software:  Our software provides an integrated solution to simultaneously verify the integrity, scalability, efficiency and reliability of web applications.  In addition, our software can assess a web application’s overall performance, the performance of an application’s specific components and determine critical thresholds where performance starts to deteriorate.





Designed for Web Applications:  Our software is specifically designed for the complex web-based computing environment and is based on Internet standards, such as JavaScript, Java, ActiveX, HTML, XML, and DOM. This enables efficient simulation of very large numbers of users, extreme fluctuations in traffic and complex user demands placed on web applications. This also makes our software easier to use and allows it to be readily adaptable to emerging Internet technologies.





Detailed Performance Analysis:  Our software automatically monitors over 75 performance criteria and supports an extensive number of additional user-defined criteria. Companies using our products have the ability to verify the performance of web applications for each simulated user or transaction. By identifying and recording the root cause of a problem, our comprehensive measurement and reporting mechanisms expedite the process of problem resolution.




Verification Early in the Development Lifecycle: Our software assists companies in identifying and resolving issues with their web applications at every point in the development life cycle.  Resolving issues as early as possible in the development life cycle can lower the cost of developing web applications and accelerate the deployment of scalable, high performance web applications.




Ease of Use: All of our test scripts are generated using JavaScript, the programming language most commonly used by web application developers. This avoids the learning curve and costs associated with other products that utilize proprietary scripting languages.




Efficient Use of Resources: We design our products to run on a variety of platforms and make efficient use of a company’s available computer resources, thereby reducing the hardware requirements and investments needed to simulate heavy user traffic.  In addition, our software allows users to share company resources on an as-needed basis.




WebLOAD Professional




Using WebLOAD Professional, customers create test scripts that simulate users’ interactions with web applications. These scripts are written in JavaScript, the web standard for application scripting. WebLOAD includes recorders that enable customers to rapidly generate scripts by copying interactions between a web browser and a web application. WebLOAD also enables more advanced users to create highly complex interactions using JavaScript and WebLOAD IDE - WebLOAD’s script authoring tools.




WebLOAD can simultaneously run multiple scripts that reflect different user interactions with the underlying application.  These differences may be task based. For example, a retail application might mix site visitors that browse with purchasers, or based on other user characteristics such as their connection speed, the browser they are using, or their Secure Socket Layer, or SSL, which is an encryption configuration.




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WebLOAD Professional executes scripts for multiple simulated users, or virtual clients, on load generation machines, such as existing servers, that are centrally managed by the customer. The customer can schedule these virtual clients independently to simulate fluctuating user traffic patterns. Alternatively, a customer can use WebLOAD’s proprietary Cruise Control feature, which steadily increases the number of virtual clients interacting with an application until that application fails to perform based on one or more customer-defined performance criteria. Cruise Control allows our customers to readily and rapidly determine the maximum user load their application can support while maintaining specified performance criteria.




WebLOAD efficiently generates large numbers of virtual clients requiring significantly less computer memory than competing products with comparable functionality. This benefits companies by significantly reducing the cost of hardware required to simulate large numbers of users.





While a performance session is running, WebLOAD generates over 75 different pre-defined statistical measurements, which are displayed to the user in real time.  Our customers can also add an extensive number of user-defined measurements and timers, as well as monitor the performance profile of the components within a customer’s Internet architecture.  WebLOAD reports these data points on a per client and per transaction level, thus providing detailed information about the potential causes of any detected application failures during the simulation and allowing customers to rapidly and effectively address any performance issues.  Customers can analyze this performance data and readily export it to industry-standard, third party formats, such as Microsoft Excel.





WebLOAD Professional supports all modern web development technologies, such as Web 2.0, Ajax, Web Services and SOA. WebLOAD also support Adobe Flex, RTSP/RTP and other multimedia protocols, which are available for purchase separately from WebLOAD Professional, and added to it in order to increase its functionality.





WebRM




WebRM addresses the needs of companies to systematically verify web application quality and standardize their web application performance solution across the application design, development, quality assurance and information technology functions. It allows companies to share WebLOAD resources, so that a web application’s architecture, design, implementation and hardware environment can all be tested using the same technology at each step of the development life cycle. Verification performed earlier in the development process generally results in earlier problem detection, lower costs and more rapid application development. Companies using WebRM can therefore capitalize on WebLOAD’s comprehensive, integrated, standard-based approach to facilitate the rapid delivery of higher quality web applications.




Key features and benefits of WebRM include flexible management of resources: Customers who license WebRM receive a fixed number of simulated users, or virtual clients, which may be distributed throughout the enterprise on an as-needed basis. For example, a customer with a license for 10,000 virtual clients could allocate all 10,000 virtual clients for use in one performance session, or alternatively, could conduct several concurrent performance sessions with any number of virtual clients, up to an aggregate of 10,000 virtual clients.




Customers




To date, we have licensed our software to approximately 2,000 customers worldwide, of which approximately 150 have renewed their software-support agreement with us. Our customers include companies across a broad range of industries, including financial services, technology, retail, manufacturing, government, telecommunication, health care and education.




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Our customers are located primarily in the United States, Canada, Europe, Asia Pacific, and Israel. Revenues derived from customers in the United States as a percent of total revenues were, 59% in 2008, 65% in 2009 and 67% in 2010.  We expect to continue to derive the majority of our revenues from customers in the United States.




Sales and Marketing




Sales:  We sell our products through a direct sales force and through channel partners. Our direct sales force consists of sales personnel and sales engineers located at our corporate headquarters in Israel, as well as an office in the United States.  Our channel partners consist of testing services providers, web system integrators, independent software vendors and international distributors in Europe, Israel and Asia. Revenues from our indirect distribution channels as a percentage of total revenues were 28% in 2008, 18% in 2009 and 24% in 2010. In the future, we expect to expand our network of indirect channel partners to increase revenues from sales through them.




Marketing:  We engage in a variety of corporate and product marketing activities and provide product information through our website: www.radview.com. We offer free trials of our WebLOAD Professional that can be downloaded from our website. Our marketing programs are aimed at informing customers and prospects of the benefits of our software, increasing the market awareness of our products and generating demand for our products.  Our marketing activities include public relations initiatives, focused lead generation activities, participation in trade shows and conferences, web seminars, and cultivating relationships with key technology analysts.




Customer Support




We offer a range of support and maintenance and training services to our customers. We believe that providing a high level of customer service and technical support is necessary to achieve rapid product implementation, which in turn, is essential to customer satisfaction, continued license sales and revenue growth. We provide telephone and e-mail technical support from Dallas, Texas, and from our development center in Israel. Support and maintenance agreements are generally purchased for 12-month terms. We track support requests through a series of customer databases, including current status reports and historical customer interaction logs.  We use customer feedback as a source of ideas for product improvements and enhancements. We also, to a lesser extent, provide training (introductory and advanced) and consulting to assist our customers in the development and deployment of web-based applications using our products.




Research and Development




Our research and development efforts are focused on enhancing our core technology and developing additional functionality and capabilities for our products. We conduct our research and development from our facility in Israel. Our software development approach consists of a methodology that provides guidelines for planning, controlling and implementing projects. This approach uses a cross-functional, team-based development and release process. Our development group works closely with our sales and marketing groups, who provide customer and market requirements, and senior management who provide strategic input, to assist in defining product direction and to ensure that the right products are brought to market.




Members of our research and development group have extensive experience working with web technologies and software testing solutions. We believe that our future performance will depend in large part on our ability to enhance our current product line, develop new products and provide innovative solutions for verifying the performance and scalability of web applications. Our research and development expenses were $1.2 million in 2008, $1 million in 2009 and $0.9 million in 2010.




We received approval for a grant in the amount of up to approximately $460,000 in 2007 and up to $200,000 in 2008 from the Office of the Chief Scientist of the Israel Ministry of Industry, Trade and Labor for participation in our research and development programs. Of these grants,  we have received, as of May 31, 2011, $409,500 in respect of 2007 and approximately $180,000 in respect of 2008. We do not expect a material change in 2011 in our research and development expenses.




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Product Technology and Architecture




Our technologies are built on an open, portable architecture based on industry standard technologies. Our products may be deployed on Windows NT, Windows 2000, Windows XP, Windows 2003, Windows Vista, Windows 7, Sun Solaris and Linux operating systems. Our products incorporate the Internet standard scripting language, JavaScript, enabling our customers to easily develop, deploy and manipulate the scripts required to assess the performance of their web applications.  We have also extended JavaScript to enable integration of Java, ActiveX and XML and work with other standard web technologies, such as SSL encryption schemes. Integration with these standard technologies helps ensure that our products are available for use regardless of the customer’s operating environment.




Use of JavaScript as a core technology enables our products to perform extensive functional verification capabilities.  Our DOM extensions readily make XML available to the script developer in a familiar setting making it easier to extend a web application to include XML interactions. Our efficient browser emulator minimizes the use of computer memory, thereby enabling companies to simulate a larger number of virtual clients in order to place considerable load, or stress, on the underlying application infrastructure.




We have developed an application architecture that scales to any arbitrary test size, delivering consistent throughput for any arbitrary load size, independent of the number of machines used to generate the load. We employ a 32-bit, multi-threaded and multi-process implementation, which dynamically adjusts and allocates new processes as the load requirements are raised. This ensures that load generators are optimized for the test and the load demanded of them, as well as readily taking advantage of multi-processor machines to increase performance.




Exchange Controls




See "Item 10D. Exchange Controls".




4C. Organizational Structure




In Israel — RadView Software Ltd., an Israeli company, is our corporate headquarters and principal operational center for research and development and for international sales.




In the United States — RadView Software Inc., a New Jersey corporation with offices in New Jersey, is our wholly-owned subsidiary and a site of our sales and support center. In addition, we have two inactive wholly-owned subsidiaries in Europe: RadView Software (UK), and RadView AB in Sweden. In 2010, we have decided to liquidate the inactive RadView GmbH in Germany.




4D. Property, Plants and Equipment




We do not own any real property. We lease approximately 656 square feet of office space in Rosh Ha’ayin, Israel for our corporate headquarters, research and development and international sales operations under a lease and which will expire in December 2011. In addition, we rent an office suite in Bridgewater, New-Jersey under a lease which is renewed on a quarterly basis. We believe that the properties leased by us are adequate for all of our present and near-term needs.




Item 4A:  Unresolved Staff Comments




Not applicable.




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Item5:  Operating and Financial Review and Prospects




Management’s Discussion and Analysis of Financial Condition and Results of Operations




The following management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements and notes thereto filed as an exhibit to this annual report.




Certain of the following discussion contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933.  In some cases, forward-looking statements are identified by words such as “believe,” “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” and similar expressions.  In addition, any statements that refer to our plans, expectations, strategies or other characterizations of future events or circumstances are forward-looking statements.  Our actual results could differ materially from those discussed in, or implied by, these forward-looking statements.  Factors that could cause actual results or conditions to differ from those anticipated by these and other forward-looking statements include those more fully described in Item 3D. Risk Factors.




Overview




RadView develops and markets software for testing the performance, scalability and reliability of internet applications.




We derive our revenues from licensing the rights to use our software products. We derive the majority of our services revenues from support and maintenance arrangements and, to a lesser extent, from training and consulting services.  Substantially all of our revenues are denominated in U.S. dollars.




We measure our operating success using both financial and non-financial metrics. The financial metrics include revenue, gross profit, operating expenses, and loss from operations, as well as cash position and operating cash flow.  Other key metrics include product orders by industry segment, average deal size, repeat customer orders, and the portion of revenue that is generated by indirect channels.




Our net loss attributed to ordinary shares was $0.36 million in 2008 and $1.42 million in 2009. We had a decrease in our net loss in 2008 which resulted primarily from the increase in revenues and decrease in operational costs. The increase  in our net loss in 2009 resulted primarily from a decrease in revenues and due to the adoption of an amendment  to ASC 815-40 (formerly issued as EITF 07-5), “Derivatives and Hedging - Contracts in Entity's Own Equity”, which instructs companies to classify freestanding instruments (e.g., warrants) and embedded conversion features, that are not considered fixed-for-fixed (adjustment to the exercise price or to the conversion ratio) as liabilities with changes in fair value recognized at each reporting period at the statement of operations. The Company adopted the amendment starting January 2009. In 2010, our net income attributed to ordinary shares was $ 0.063 million. The improvement in net income in 2010 resulted mainly due to a decrease in our operational costs along with financial income due to changes in fair value of derivatives. See also Note 7 and Note 10 to the consolidated financial statements. If we are to maintain future profitability, we must continue to increase our revenues while maintaining lower operating expenses.




Cash used in operating activities was $0.6 million in 2008 and $0.08 million in 2009. In 2010, cash provided by operating activities was $0.197 million attributable primarily to reduction in our operational expenses which resulted in net income, partially offset by non-cash charges such as depreciation expenses, stock-based compensation, amortization on debt discount along with changes in current assets and liabilities and valuation of derivatives. We expect that operating expenses will constitute a material use of our cash resources.




In December 2008, the Board and shareholders approved the terms of a credit facility for up to $4 million that may be advanced upon the Company’s request. Except for an amount of $0.5 million, which Fortissimo has agreed to fund upon a request by the Company, any future cash withdrawals from this facility, are subject to the discretion of Fortissimo.




In December 2009, the Company’s shareholders approved an amendment to the discretionary convertible credit facility that: (i) increased the amount of the convertible loans from $4 million to $6 million; (ii) revised the Conversion Price; (iii) allowed for potential co-lenders and (iv) limited the arrangement availability to mid-2011. The remaining terms of the convertible credit facility (term, interest rate, securities and warrants) remained unchanged. In December 2010, the Company’s shareholders approved an extension to the arrangement facility until mid-2012.




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Our cash balance was $404,000 as of December 31, 2010. We believe that our existing cash and cash equivalents, which include the proceeds available from the additional investments by Fortissimo in 2007 and the Meitav-led investments, will be sufficient to meet our anticipated needs for working capital and capital expenditures for at least the next twelve months.




Critical Accounting Policies




General




We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting principles.  As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.  To fully understand and evaluate our reported financial results, we believe it is important to understand the significant estimates and judgments applied as they relate to our policies for revenue recognition, software development costs, and accounting for stock options.  More detailed descriptions of these policies are provided in Note 2 to the Consolidated Financial Statements.




Revenue recognition




We generally derive our revenues from two primary sources:




·
Software products; and


·
Software maintenance, support and training.





The Company recognizes revenue in accordance with Statement of Position ASC 985-605 "Software Revenue Recognition" ("ASC 985-605"), as amended. Pursuant to ASC 985-605, revenues from software product licenses are recognized upon delivery of the software provided there is persuasive evidence of an agreement, the fee is fixed or determinable and collection of the related receivable is probable and no further obligations exist. Revenues under multiple-element arrangements, which may include software licenses, support and maintenance, are allocated to each element based on their respective fair values based on vendor-specific objective evidence. This objective evidence represents the price of products and services when sold separately. When vendor-specific objective evidence of fair value exists for undelivered elements but does not exist for delivered elements of a software arrangement, the Company uses the residual method for recognition of revenues, when all other revenue recognition criteria are met.




Under the residual method, the Company defers revenues related to the undelivered elements based on their vendor specific objective evidence of fair value and recognizes the remaining arrangement fee for the delivered elements. When vendor-specific objective evidence of fair value for undelivered elements does not exist, and the only undelivered element is services, revenues from the entire arrangement are recognized over the term of the service agreement.




Revenues from support and maintenance agreements are recognized ratably over the support or maintenance period, which is typically one year.




The Company generally does not grant a right of return to its customers. When a right of return exists, revenue is deferred until the right of return expires, at which time revenue is recognized provided that all other revenue recognition criteria are met.




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Revenue is recognized for software licenses sold to resellers or distributors at the time of delivery, provided that all revenue recognition criteria set forth in ASC 985-605 are fulfilled.




Amounts collected or billed prior to satisfying the above revenue recognition criteria were recorded as deferred revenue. Deferred revenue primarily represents deferred maintenance revenue.




Our software updates and maintenance provides customers with rights to unspecified software product upgrades released during the term of the agreement. Our support services grant our customers telephone access to technical support personnel during the term of the service. We recognize revenues from software updates, maintenance and services ratably over the term of the agreement.




Legal contingencies




In April 2010, a former employee commenced a proceeding for severance and salary payments and certain other claims in connection with the period of employment with the Company. The Company denies all claims and any liability towards the former employee. Based on management estimation, a provision was recorded with respect to this claim.




Allowance for doubtful accounts




An allowance for doubtful accounts is determined with respect to those specific amounts that our management has determined to be doubtful accounts. We perform ongoing credit evaluations of our customers. Any changes in our assumptions relating to the collectability of our accounts receivable, may affect our financial position and results of operations.




Income taxes




The Company account for income taxes in accordance with ASC 740, "Income Taxes" ("ASC 740") and its amended provisions regarding tax position FASB Interpretation, or FIN, No. 48, "Accounting for Uncertainty in Income Taxes" - An Interpretation of ASC 740, or FIN 48. ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and its subsidiaries provide a valuation allowance to reduce deferred tax assets to their estimated realizable value. ASC 740 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise's financial statements in accordance with ASC 740.




The provision for income tax is calculated based on our assumptions as to our entitlement to various benefits under the applicable tax laws in the jurisdictions in which we operate. The entitlement to such benefits depends upon our compliance with the terms and conditions set out in these laws.




Accounting for uncertainty in income taxes requires that tax benefits recognized in the financial statements must be at least more likely than not of being sustained based on the technical merits of the position. The amount of benefits recognized for these positions is measured as the largest benefit more likely than not to be sustained. Significant judgment is required in making these determinations.




Equity-based compensation expense




The Company accounts for stock-based compensation in accordance with ASC 718 “Compensation- Stock compensation”. ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated income statements.




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The Company recognizes compensation expenses for the value of its awards granted based on the straight line method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on actual historical pre-vesting forfeitures.




ASC 718 requires the cash flows resulting from the tax deductions in excess of the compensation costs recognized for those stock options to be classified as financing cash flows.




The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair value method for its stock-options awards and values restricted stock based on the market value of the underlying shares at the date of grant. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term.




The computation of expected volatility is based on realized historical stock price volatility of the Company. The interest rate for period within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The options expected life represent the period the Company's stock options expected to be outstanding and was determined based on the Simplified Method permitted by SAB 107 and extended by SAB 110 by the average of the vesting period and the contractual term. The Company is currently using the simplified method as there no adequate historical experience available to provide other reasonable estimate. The Company adopted SAB 110 effective January 1, 2008.




The fair value for options granted in 2008 and 2009 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following weighted average assumptions. No options were granted during 2010.




Year ended December 31,2008

2009

2010Expected life of option

3.61 years

4.13 years

-Dividend yield

0%

0%

-Expected volatility

109%

269%

-Risk-free interest rate

4.74%

1.52%

-




Share based payments are expensed on a straight-line basis.




Effective January 2009, we adopted the amendment to ASC 815-40 (formerly issued as EITF 07-5), “Derivatives and Hedging - Contracts in Entity's Own Equity”. The objective of ASC 815-40 is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. The adoption of ASC 815-40 affected our accounting for certain previously issued warrants and the conversion feature of our Convertible Loan, both of which contain anti-dilution adjustment provisions. As a result of ASC 815-40, effective January 1, 2009, some of our warrants were reclassified from shareholders' equity to liability and subsequently marked to market at each reporting date. In addition, the conversion feature, embedded in the convertible loan was bifurcated and accounted as a derivative under ASC 815, meaning, marked to market at each reporting date.




30




The Company applies the framework of ASC 820, “Fair Value Measurements and Disclosures” (formerly FAS 157) in measuring the fair value of such warrants and embedded conversion feature.




The derivative liabilities were valued using a lattice valuation technique (Monte Carlo Simulation) with the following assumptions:




(1)
Expected Deemed Liquidation Date - end of 2013.


(2)
Risk Free Interest Rate - based on yields of the US Government Treasury Bonds with different periods to maturity (according to different projection periods).


(3)
Expected Volatility - since the Company has different classes of shares and its preferred shares are not publicly traded, the Company used the volatility of comparable publicly traded companies.


(4)
Expected life - the expected life of the conversion feature of the loan was based on the term of the loan and the expected life of the warrants was determined by the expiration date of the warrants.


(5)
Expected dividend yield - was based on the fact that the Company has not paid dividends to holders of ordinary shares in the past and does not expect to pay dividends to holders of ordinary shares in the future.


(6)
Anti-dilution Adjustment - the anti-dilution protection of the holders of preferred shares ceased to be effective as of March 2009. Based on the Management's estimation, during the first quarter of 2009 the Company did not expect any issuance of the Additional Securities. Therefore the model assume that no anti-dilution adjustments would take place.





Any future change in our share price may lead to recognition of financial income or expense which could materially affect our financial position and result of operation.





Functional currency





A substantial portion of the Company’s revenues are in U.S. dollars, while a portion of our expenses, primarily salaries and related expenses incurred in our Israeli facility, is in NIS.  The Company’s management believes that the U.S. dollar is the primary currency of the economic environment in which the Company operates.  Thus, the functional and reporting currency of the Company is the U.S. dollar.




Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with ASC 830, "Foreign Currency Matters". Changes in currency exchange rates between the Company's functional currency and the currency in which a transaction is denominated are included in the Company's results of operations as financial income (expense) in the period in which the currency exchange rates change. The representative rate of exchange was U.S.$ 1.00 = NIS 3.802 at December 31, 2008, U.S.$ 1.00 = NIS 3.775 at December 31, 2009 and U.S.$ 1.00 = NIS 3.549 at December 31, 2010.




31




5A: Results of Operations




The following table sets forth the consolidated statement of operations data as a percentage of total revenues for the periods indicated:




For the Year Ended December 31,2008


2009


2010Revenues:Software licenses


49.0
%


49.0
%


48.0
%Services


51.0
%


51.0
%


52.0
%Total revenues


100.0
%


100.0
%


100.0
%Cost of revenues:Software licenses


2.6
%


2.5
%


2.4
%Services


1.6
%


2.7
%


5.1
%Total cost of revenues


4.2
%


5.2
%


7.5
%Gross profit


95.8
%


94.8
%


92.5
%Operating expenses:Research and development


35.8
%


41.8
%


37.1
%Sales and marketing


30.7
%


27.7
%


26.4
%General and administrative


32.1
%


39.2
%


30.7
%Total operating expenses


98.7
%


108.6
%


94.2
%Operating loss


(2.8
)%


(13.8
)%


(1.57
)%Financial income (expenses), net


(9.8
)%


(42.3
)%


6.4
%Deemed dividend


(0.0
)%


(0.0
)%


(0.0
)%Net Income (loss) attributed to Preferred shares


-



-



2.8
%Net Income (loss) attributed to Ordinary shares


(10.4
)%


(58.7
)%


2.6
%




32




Comparison of 2010 and 2009




Revenues




Total Revenues:Total revenues were $2.43 million in 2009 and $2.42 million in 2010.  Total revenues decreased by $0.01 million, or less than 1% due to a $0.03 million decrease in product revenues and a $0.02 million increase in services revenues.




Software License: Software license revenues consist primarily of revenues from the license of our software products to end-users and resellers. Software license revenues were $1.18 million in 2009 and $1.15 million in 2010.  Software license revenues decreased by $0.03 million, or 3%, due to decrease in sales.




Services: Service revenues consist primarily of revenue from annual support and maintenance contracts and, to a lesser extent, training and consulting services. Services revenues were $1.25 million in 2009 and $1.27 in 2010. Services revenues increased by $0.02 million, or 2%, due to an increase in support and maintenance contract renewals.




Cost of Revenues




Cost of Software Licenses:Cost of software licenses consists principally of royalties due to the Office of the Chief Scientist of the Israeli Ministry of Industry, Trade and Labor.  Cost of software licenses was $60,000, or 5.1% of software license revenue in 2009 compared to $57,000, or 5% of software license revenue in 2010.  The decrease in the cost of software licenses resulted from a decrease in royalty-bearing product sales in 2010.




Cost of Services:Costof services consists principally of personnel related costs associated with customer support andtraining. Cost of services was $66,000, or 5.3% of service revenues in 2009 compared to $123,000 or 9.7% of service revenues in 2010. This increase was due to an increase in personnel costs for support and maintenance services in 2010.




Operating Expenses




Research and Development:Research and development expenses consist principally of salaries and related expenses required to develop and enhance our products.  Research and development expenses were $1.01 million, or 41.8% of total revenues in 2009 compared to $0.9 million, or 37.1% of total revenues in 2010.  This decrease resulted primarily from the reduction in personnel and salary-related costs. We do not expect a material change in our research and development expenses in 2011.




Sales and Marketing: Sales and marketing expenses consist principally of salaries and commissions for sales personnel, recruiting costs, trade show costs, travel and other marketing costs such as lead generation activities, advertising and product promotion.  Sales and marketing expenses were $0.67 million, or 27.7% of total revenues in 2009 compared to $0.63 million, or 26.4% of total revenues in 2010.  The decrease in sales and marketing costs relate to reductions in personnel and salary-related costs.  We do not expect a material change in our sales and marketing costs in 2011.




General and Administrative: General and administrative expenses consist principally of executive, finance and administrative salaries and related expenses, and costs of being a publicly held company. General and administrative expenses were $0.95 million, or 39.2% of total revenues in 2009 compared to $0.74 million, or 30.7% of total revenues in 2010. This decrease resulted primarily fromreductions in personnel and salary-related costs.We expect that our general and administrative expenses will decrease further in 2011 due to a reduction in personnel.




33




Financial Income (Expense), Net: Financial income, net was $0.13 million in 2010 resulting primarily from the decrease in fair value of derivatives which are classified as liability due to the adoption in 2009 of new accounting standards that require us to recognize certain derivatives as liabilities and to measure them at fair value through earnings each reporting date ($0.17 million) and due to the completion of the 2006 convertible loan's discount amortization. Interest expense was incurred due to interest on a convertible loan received from a related party ($0.06 million).


Currency translation losses were $0.04 million in 2009 compared to currency translation gains of $0.04 million in 2010. The increase resulted from the reduction of certain debtors' remained balances from previous years that were aged and was partially offset by exchange rate fluctuations between the U.S. dollar and the NIS.




Income Taxes:Income Taxes expenses were $ 0.06 million in 2009 and income taxes benefits were $0.014 million in 2010 due to tax positions taken by the Company in 2010 (see also Note 11e to the consolidated financial statements).




We have an estimated net operating loss carry forward for Israeli tax purposes totaling approximately $ 27 million through December 31, 2010, that would reduce future Israeli income taxes, if any. These net operating losses may be carried forward indefinitely and offset against future taxable business income.




Our U.S. subsidiary has net taxable losses for U.S. Federal and State tax purposes totaling approximately $33 million through December 31, 2010. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to “change in ownership” provision of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.




Comparison of 2009 and 2008




Revenues




Total Revenues:Total revenues were $3.44 million in 2008 and $2.43 million in 2009.  Total revenues decreased by $1.01 million, or 29 % due to a $503,000 decrease in product revenues and a $508,000 decrease in services revenues.




Software License:Software license revenues consist primarily of revenues from the license of our software products to end-users and resellers. Software license revenues were $1.687 million in 2008 and $1.18 million in 2009.  Software license revenues decreased by $507,000, or 30%, due to decrease in sales.




Services:Service revenues consist primarily of revenue from annual support and maintenance contracts and, to a lesser extent, training and consulting services. Services revenues were $1.8 million in 2008 and $ 1.25 million in 2009. Services revenues decreased by $508,000, or 29%, due to a decrease in support and maintenance contract renewals.




Cost of Revenues




Cost of Software Licenses:Cost of software licenses consists principally of royalties due to the Office of the Chief Scientist of the Israeli Ministry of Industry, Trade and Labor.  Cost of software licenses was $89,000, or 2.6% of software license revenue in 2008 compared to $60,000, or 5.1% of software license revenue in 2009.  The decrease in the cost of software licenses resulted from a decrease in royalty-bearing product sales in 2009.




34




Cost of Services: Costof services consists principally of personnel related costs associated with customer support andtraining. Cost of services was $55,000, or 1.6% of service revenues in 2008 compared to $66,000 or 5.3% of service revenues in 2009. This increase was due to an increase in personnel costs for support and maintenance services in 2009.




Operating Expenses




Research and Development:Research and development expenses consist principally of salaries and related expenses required to develop and enhance our products.  Research and development expenses were $1.2 million, or 35.8% of total revenues in 2008 compared to $1.01 million, or 41.8% of total revenues in 2009. This decrease resulted primarily from the reduction in personnel and salary-related costs.




Sales and Marketing:Sales and marketing expenses consist principally of salaries and commissions for sales personnel, recruiting costs, trade show costs, travel and other marketing costs such as lead generation activities, advertising and product promotion.  Sales and marketing expenses were $1.1 million, or 30.7% of total revenues in 2008 compared to $0.67 million, or  27.7% of total revenues in 2009.  The decrease in sales and marketing costs relate to reductions in personnel and salary-related costs.




General and Administrative:General and administrative expenses consist principally of executive, finance and administrative salaries and related expenses, and costs of being a publicly held company.  General and administrative expenses were $1.1 million, or 32.1% of total revenues in 2008 compared to $0.95 million, or  39.2% of total revenues in 2009. This decrease resulted primarily fromreductions in personnel and salary-related costs.




Financial Income (Expense), Net:Financial expense, net was $1 million in 2009 resulting primarily from the adoption in 2009 of new accounting standards that require us to recognize certain derivatives as liabilities and to measure them at fair value through earnings each reporting date ($0.76 million), and from interest expense due to discount amortization and interest on a Convertible Loan received from a related party ($0.2 million).  We expect that our interest expense, net will decrease in 2010 as a result of completion of the discount amortization of Convertible Loan and warrants costs in connection with financings that occurred during 2006.




Currency translation gains and losses were $0.025 million in 2008 and $0.04 million in 2009.  The increase resulted from exchange rate fluctuations between the U.S. dollar and the NIS.




Income Taxes: Income Taxes benefit were $0.08 million in 2008 and income taxes expenses were $ 0.06 million in 2009 due to tax positions taken by the Company in 2009 (see also Note 10e to the consolidated financial statements).




We have an estimated net operating loss carry forward for Israeli tax purposes totaling approximately $ 26.9 million through December 31, 2009, that would reduce future Israeli income taxes, if any. These net operating losses may be carried forward indefinitely and offset against future taxable business income.




Our U.S. subsidiary has net taxable losses for U.S. Federal and State tax purposes totaling approximately $33.2 million through December 31, 2009.  Utilization of U.S. net operating losses may be subject to substantial annual limitation due to “change in ownership” provision of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.




The Company and its subsidiary provide a valuation allowance on the entire deferred tax asset in respect of the carry forward losses, due to the uncertainty regarding future realization. Management currently believes that since the Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carry forward will not be realized in the foreseeable future. Deferred taxes in respect of other temporary differences are immaterial.




35




Impact of Inflation and Currency Fluctuations




A substantial majority of our revenues is received, and a majority of our expenses is incurred, in U.S. dollars.  Revenues denominated in U.S. dollars as a percent of total revenues were 84.1% in 2008, 84.3% in 2009 and 92.46% in 2010.  Expenses denominated in U.S. dollars as a percent of total expenses were 21% in 2008, 15% in 2009 and 14% in 2010.




A portion of our expenses, mainly salary and personnel costs related to our employees in Israel, is incurred in NIS.  The salaries of our Israel-based employees are partially linked to increases in the Israeli consumer price index.  As a result, the U.S. dollar cost of our Israeli operations is influenced by inflation in Israel as well as the currency exchange rate between the NIS in relation to the U.S. dollar.  Any increase in the rate of inflation in Israel may have a negative effect on our operating results, unless such inflation is offset by a devaluation of the NIS in relation to the U.S. dollar.  Exchange rates between the NIS and the U.S. dollar fluctuate continuously, and therefore exchange rate fluctuations and especially larger periodic devaluations will have an impact on our operating results and period-to-period comparisons of its results.  The effects of foreign currency translations are reported in our financial statements in current operating results.




In addition to our operations in Israel, we also conduct sales operations in the United States and Europe. Transactions denominated in currencies other than the U.S. dollar or NIS were not material.




Market Risk




We currently do not invest in, or hold for trading or other purposes, any financial instruments subject to market risk. Except for a $750,000 Convertible Loan obtained during 2006, and the 2008 Credit Facility, we currently do not have any outstanding borrowings or other credit facilities.




Impact of Recently Issued Accounting Standards




In October 2009, the FASB issued an update to ASC No. 985-605, "Software-Revenue Recognition" (originally issued as EITF 09-3). In accordance with the update to the ASC, tangible products containing software components and non-software components that function together to deliver the tangible product's essential functionality are excluded from the scope of the software revenue recognition guidance. In addition, hardware components of a tangible product containing software component are always excluded from the software revenue guidance. The mandatory adoption is on January 1, 2011. The Company may elect to adopt the update prospectively, to new or materially modified arrangements beginning on the adoption date, or retrospectively, for all periods presented. The Company is currently evaluating the impact on its consolidated results of operations and financial condition.




In January 2010, the FASB updated the guidance ASC Topic 820 related to "Fair Value Measurements Disclosures". More specifically, this update requires (a) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (b) information about purchases, sales, issuances and settlements to be presented separately (i.e. present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). This update clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value, and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. The adoption of this new guidance did not have a material impact on the Company's financial statements.




In June 2011, the FASB issued the guidance for ASC 2011-05 "Changes the presentation of comprehensive income". According to ASC 2011-05, Companies will have two choices of how to present items of net income, items of other comprehensive income ("OCI") and total comprehensive income. Companies can create one continuous statement of comprehensive income or two separate consecutive statements. Companies will no longer have a third choice to present OCI in the statement of stockholders’ equity.




The effective date for public companies is fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is currently evaluating the impact on its consolidated financial statements.




36




Effective Corporate Tax Rate




The corporate tax rate applicable to Israeli companies was 29% in 2007, 27% in 2008, 26% in 2009, 25% in 2010, and the tax rate decreased to 24% in 2011. The corporate tax rate will further decrease to 23% in 2012, 22% in 2013, 21% in 2014, 20% in 2015 and 18% in 2016 onwards. However, we have derived, and expect to continue to derive, a substantial portion of our income under our Approved Enterprise capital investment program. Subject to compliance with applicable requirements, such income will be tax exempt for a period of two years and will be subject to a reduced corporate tax rate of 25% in the following five to eight years, subject to the level of foreign shareholders holdings in our ordinary shares.  Tax benefits for each capital investment program are only effective in restricted periods according to the Encouragement of Capital Investments Law.  If we do not comply with the applicable requirements, the tax benefits may be canceled. We believe that we comply with these conditions.  If we operate under more than one approval, or if our capital investments are only partially approved, our effective tax rate will be a weighted combination of the various applicable tax rates. We may not be able to obtain approval for additional Approved Enterprise programs. Since we have incurred tax losses through December 31, 2010, we have not yet used the tax benefits for which we are eligible.




Grants and Participation




We have received approval for a participation grant from the Office of the Chief Scientist (“OCS”) of Israel’s Ministry of Industry, Trade and Labor in our Open Source Web Testing project for 2007, in the amount of up to approximately $460,000.  As of May 31, 2011, we have received the amount of $409,500 out of the entire grant and there is no further amount expected to be received in connection with this project. In addition, we have received approval for a participation grant from the OCS in our Load and Performance Testing project for 2008, in the amount of up to approximately $200,000. As of May 31, 2011, we have received the amount of $180,000 out of the entire grant and there is no further amount expected to be received in connection with this project. A  new application was submitted to the OCS in the first quarter of 2009 for a grant of up to $330,000 and was not approved.




Under the Law for the Encouragement of Industrial Research and Development, 1984 (the “Research Law”), research and development programs approved by a research committee of the OCS, are eligible for grants in exchange for payment to the Government of royalties from the sale of products developed in accordance with the Program. In order to be eligible, the applicant must be an Israeli company that proposes to invest in the development of industrial know-how, the development of new products, the development of new processing or manufacturing procedures or the development of significant improvements to an existing process or product. A committee of the OCS reviews the applications, evaluates the feasibility of the proposal, determines whether or not to approve a grant, and also determines the extent of Chief Scientist funding (within a range specified by the law) for approved projects. Depending on the nature of the project, the OCS grants generally amount to up to 50% of the approved research expenses.




Under the terms of the grant for which we received approval from the OCS, and subject to the agreement and other documents ancillary thereto, we are obligated to pay royalties of between 3% and 4.5% on sales of products incorporating know-how developed within the framework of each funded program or derived therefrom (including ancillary services in connection therewith), up to an aggregate of up to 100% of the U.S. dollar-linked value of the total grants received. The royalties payable are subject to interest on the U.S. dollar-linked value of the total grants received at the annual rate of LIBOR applicable to U.S. dollar deposits at the date the grants received.




The Research Law requires that the manufacture of any product developed as a result of research and development funded by the Israeli Government take place in Israel. If any of the manufacturing is performed outside of Israel, the company would ordinarily be required to pay royalties at an increased rate and to increase the aggregate repayment amount to between 120% and 300% of the grant amount, depending on the manufacturing volume that is performed outside Israel, except in special cases that receive the prior approval of the research committee, and subject to certain payments to be made to the Israeli Government (generally an amount no less that the aggregate grants plus interest less royalties paid).




37




The Research Law also provides that know-how from the research may not be transferred to third parties in Israel without prior approval of the research committee. This approval, however, is not required for the sale or export of any products resulting from such research and development. Approval of such transfer of know-how may be granted in specific circumstances, only if the recipient abides by the provisions of the Research Law and related regulations, including the restrictions on the transfer of know-how and the obligation to pay royalties in an amount that may be increased. The Research Law further provides that the know-how developed under an approved research and development program may not be transferred to any third parties outside Israel, except with the approval of the OCS and subject to particular payments.




The Research Law imposes reporting requirements with respect to certain changes in the ownership of a grant recipient. The law requires the grant recipient and its controlling shareholders and interested parties to notify the Office of the Chief Scientist of any change in control of the recipient or a change in the holdings of the significant stockholders of the recipient that results in a non-Israeli becoming an interested party directly in the recipient and requires the new interested party to undertake to the Office of the Chief Scientist to comply with the Research Law. In addition, the rules of the Office of the Chief Scientist may require prior approval of the Office of the Chief Scientist or additional information or representations in respect of certain of such events.




In recent years, the funds available for Office of the Chief Scientist grants out of the annual budget of the State of Israel have been reduced, and the Israeli authorities have indicated that the government may further reduce or abolish Office of the Chief Scientist grants in the future.




Conditions in Israel




We are incorporated under the laws of the State of Israel, where we also maintain our headquarters and most of our research and development and manufacturing facilities.  See Item 3.D. “Key Information – Risk Factors – Risks Relating to Our Location in Israel” for a description of governmental, economic, fiscal, monetary or political polices or factors that have materially affected or could materially affect our operations.




In 1998, the Israeli currency control regulations were liberalized dramatically. As a result, Israeli citizens can generally freely purchase and sell Israeli currency and assets. The Government of Israel has periodically changed its policies in these areas. There are currently no Israeli currency control restrictions on remittances of dividends on ordinary shares or proceeds from the sale of ordinary shares; however, legislation remains in effect pursuant to which currency controls can be imposed by administrative action at any time.




Like many Israeli companies, we receive tax benefits from the Israeli Government. We also participate in programs sponsored by the Israeli Government. The reduction or termination of any such programs or tax benefits, especially those benefits available as a result of the “Approved Enterprise” status of facilities in Israel, could have a materially adverse effect on our business.




5B: Liquidity and Capital Resources




Cash and cash equivalents totaled $243,000 as of December 31, 2008, $207,000 as of December 31, 2009 and $404,000  as of December 31, 2010.  Restricted cash totaled $25,000 as of December 31, 2009and $25,000 as of December 31, 2010.




Cash used in operating activities was $0.6 million in 2008 and $0.08 million in 2009. Cash provided by operating activities was $0.197 million in 2010. Cash used in operating activities has resulted substantially from our reported net income partially increased by noncash items such as depreciation, stock-based compensation, change in value of warrants and embedded conversion feature accounted under ASC 815-40, and changes in current assets and liabilities and deferred revenues.




Cash used in operating activities in 2008 was due primarily to a net loss of $0.36 million, a decrease of $603,000 in accrued expenses, and a decrease of $290,000 in deferred revenue, partially offset by noncash items, a decrease of $279,000 in accounts receivable and amortization of debt discount, long-term convertible loan discount and deferred financing costs of $263,000. Accrued expenses decreased due to reduction of personnel and tax liabilities.  Deferred revenues decreased due primarily to the recognition of deferred technology license fees during 2008. Accounts receivable decreased as a result of decrease in sales in the last quarter of 2008.




38




Cash used in operating activities in 2009 was due primarily to a net loss of $1.42 million resulted mainly from valuation of embedded derivatives of $764,000 due to first time adoption of an amendment  to ASC 815-40 (formerly issued as EITF 07-5), “Derivatives and Hedging - Contracts in Entity's Own Equity”, decrease of $93,000 in accrued expenses, and a decrease of $106,000 in deferred revenue, partially offset by noncash items, a decrease of $134,000 in accounts receivable, amortization of debt discount, long-term convertible loan discount and deferred financing costs of $149,000. Accrued expenses decreased due to reduction of personnel and tax liabilities. Deferred revenues decreased due primarily to the reduction in support and maintenance sales. Accounts receivable decreased as a result of the decrease in sales in the last quarter of 2009.




Cash provided by operating activities in 2010 was due primarily to a net income of $0.13 million, a decrease of $116,000 in accrued expenses, and an increase of $81,000 in deferred revenue, partially offset by noncash items, a decrease of $37,000 in accounts receivable and valuation of embedded derivatives of $173,000. Accrued expenses decreased due to reduction of personnel and tax liabilities. Deferred revenues increased primarily due to the increase in support and maintenance renewal sales. Accounts receivable decreased as a result of the decrease in product sales in the last quarter of 2010.




Cash used in investing activities was $10,000 in 2008 and $40,000 in 2009. There was no net cash provided by investing activities in 2010. Cash used in investing activities in 2008 was for the purchase of $10,000 in property and equipment. Cash from investing activities in 2009 was due to a decrease of a cash operating lease deposit.




There was no net cash provided by financing activities in 2008, 2009 and 2010.




In August 2006, we closed a financing with Fortissimo Capital Fund GP LP, or Fortissimo, on behalf of several limited partnerships in which it serves as general partner and other co-investors including one of our directors and two existing shareholders, or the Investors. The initial financing was for $1.5 million consisting of $750,000 to purchase 25,000,000 of convertible preferred shares, at a price of $0.03 per share and $750,000 as a Convertible Loan.  The financing also provided for an additional investment, at the option of the Investors, to purchase up to an additional 75 million preferred shares for up to $2.25 million, at a price of $0.03 per share, for a period of 18 months after the closing of the initial investment. Each preferred share is convertible into one of our ordinary shares (adjusted for any share split, combination or other recapitalization events). Each preferred share receives the same voting rights as ordinary shares, except that preferred shares are entitled to elect the majority of our board of directors and have approval rights over specified actions.  Each preferred share is entitled to a preference in liquidation over our ordinary shares. The Investors also received warrants to purchase up to 18,750,000 preferred shares in connection with the initial investment and up to 56,250,000 preferred shares in the event they make the additional investment. The additional investment rights were exercised in part, as described below, and have otherwise expired. The warrants have an exercise price of $0.04 per share for a period of five years from date of issuance.




Also, as part of the August 2006 financing the Company received a Convertible Loan which bears interest at 8.0% per annum. The Convertible Loan plus, at the election of the Investors, any accrued interest thereon, is convertible into preferred shares at a conversion price of $0.03 per share.




The Convertible Loan under the August 2006 financing was due to be repaid on August 18, 2009. The investors had agreed to extend the loan payment date initially to June 30, 2010. In December 2009, the Company's shareholders approved, and in June 2010 the Company and the investors entered into, an amendment to the Convertible Loan Agreement pursuant to which the repayment date of the Convertible Loan principal and interest was extended to August 31, 2011. In December 2010, the Company's shareholders approved, and the Company and the investors entered into, an additional amendment to the Convertible Loan Agreement pursuant to which the repayment date of the Convertible Loan principal and interest was extended to August 31, 2012. Until repayment, the Convertible Loan shall continue to bear interest at 8% per annum, and shall be convertible at the election of the investors, into Preferred A Shares, at $0.03 per Preferred A Share (subject to standard adjustments).




39




In order to secure additional financing in the last quarter of 2006 and the first quarter of 2007, the Company requested Fortissimo to accelerate the exercise of its right under the financing to make additional investments.  The Company and Fortissimo entered in a series of addendum to the share purchase agreement of April 2006 for Fortissimo’s additional investment and purchase as follows: the purchase on December 24, 2006 of 23,333,334 preferred shares and 17,500,000 Preferred Warrants for $0.7 million (the “First Addendum”), the purchase on February 7, 2007 of 16,666,667 preferred shares and 12,500,000 Preferred Warrants for $0.5 million (the “Second Addendum”) and the purchase on March 20, 2007 of 16,666,667 preferred shares and 12,500,000 Preferred Warrants for $0.5 million (the “Third Addendum”).




In December 2008, the Board and shareholders approved the terms of a convertible credit facility that may be provided to us by Fortissimo (the “2008 Credit Facility”). Any future cash withdrawals from this facility, except for the $0.5 million discussed below, will be subject to the discretion of Fortissimo. The Credit Facility is for an amount up to $4 million, in one or more loans, to be determined by Fortissimo at its sole discretion upon our request (each the “Loan”).  Each Loan shall have a 3 year term, which may be extended for 2 additional one year terms by agreement of Fortissimo and us.  The Loans shall bear interest at 8%, compounded annually, payable together with the repayment of the principal of the respective Loan.  A Loan (or any part thereof) may be repaid at any time prior to its due date, at our discretion.  Each Loan is convertible into Ordinary Shares, at the option of Fortissimo, at any time prior to repayment, at a conversion price per ordinary share equal to $0.01, the price at which our shares were traded when the 2008 Credit Facility was approved. As security for the repayment of the Loans, we shall grant Fortissimo (i) a fixed charge on our intellectual property, and (ii) a floating charge on our tangible and intangible assets, junior to all of our outstanding charges at the time of the Loan. We have also agreed that upon each draw down of a Loan, Fortissimo will be issued a warrant to acquire ordinary shares in a U.S. dollar amount equal to 50% of the principal amount of the Loan at a purchase price per share equal to the Conversion Price.  Fortissimo has agreed in advance to comply with a request of up to $0.5 million within the next twelve months.




In December 2009, the Company’s shareholders approved an amendment to the 2008 Credit Facility. The terms of the 2008 Credit Facility following the amendment are as follows: up to $6 million, in one or more loans, to be determined by Fortissimo at its sole discretion the Company’s upon request. The potential funding may be extended by Fortissimo and possibly certain co-lenders (that may include existing shareholders).




The Conversion Price of the Loan(s) extended under the amended 2008 Credit Facility shall be as follows: (a) the first $1 million of loan(s) shall be convertible into the Company’s ordinary shares at  the lower of: (x) $0.03 and (y) the average closing market price of the Company’s ordinary shares on the OTCBB during the 60 day period ending one day prior to the date of conversion of the applicable Loan; but no less than $0.01 and (b) any loan amounts exceeding the first $1 million shall be convertible into the Company’s ordinary shares at a Conversion Price of $0.02 per ordinary share. The Company has not entered into an agreement in respect of the credit facility and an agreement will be executed if and when a withdrawal is to take place. In December 2010, the Company's shareholders approved an extension to the facility availability until mid-2012.




In March and May 2007, we closed two private placements for our ordinary shares to several institutional investors led by Meitav Underwriting Ltd., or Meitav, totaling approximately $3.4 million for the purchase of 56,378,980 ordinary shares at a price per share of $0.06 and warrants to purchase 39,465,286 ordinary shares at a price per share of $0.06.




We expect that operating expenses will constitute a material use of our cash resources.




The Company believes that it will have sufficient liquidity in order to maintain its current operations and satisfy its present working capital requirements, at least through December 2011. The Company based its assessment on the expected collections from sales and based on a commitment from its controlling shareholder to support the Company by providing financing to allow the coverage of any budget deficit through the second quarter of 2011 up to an amount of $ 500,000.  In addition, the Company extended the due date of the convertible loan in the amount of $750,000 until August 31, 2012.


40




Contractual Obligations




We lease our office facilities in Israel under  a lease that expires in December 2011, and our offices in New Jersey are subject to a lease that is renewed quarterly.




Financial Instruments and Commitments




Not applicable.




5C: Research and Development




Our research and development expenses were $1.2 million in 2008, $1 million in 2009 and $0.9 million in 2010. For additional information, see "Item 4B. Business Overview - Research and Development".




5D: Trend Information




Not applicable.




5E: Off-Balance Sheet Arrangements




Not applicable.




5F: Tabular Disclosure of Contractual Obligations




The following table of our material contractual obligations as of December 31, 2010, summarizes the aggregate effect that these obligations are expected to have on our cash flows:




PaymentsduebyPeriodContractualObligations

Total


Lessthan1 year


1-3years


3-5years

Morethan5 years(In thousands)Operating leases

$
42


$
42


$
—­


$
—


$
—Severance pay(1)


355



19



—



—



336Convertible loan


1,028



—



1,028



—



—Tax provision(2)


594



—



—



—



594Total

$
2,019


$
61


$
1,028


$
—


$
930








(1)
Severance pay relates to accrued severance obligations to our Israeli employees as required under Israeli labor laws. These obligations are payable only upon the termination of the respective employee and may be reduced if the employee’s termination is voluntary. The Company has partially funded its severance pay obligations by monthly deposits for insurance policies. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israel's Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash surrendered value of these policies and is presented as an asset in the consolidated balance sheets.




(2)
Uncertain income tax position under an amendment to ASC 740, “Income Taxes” (formerly issued as FIN 48, “Accounting for Uncertainty in Income Taxes”), are due upon settlement and we are unable to reasonably estimate the ultimate amount or timing of settlement. See Note 10 of our Consolidated Financial Statements for further information regarding the Company’s liability under ASC 740.




41




Item6: Directors, Senior Management and Employees




6A: Directors and Senior Management




The following table contains certain information about our directors, and executive officers:




Name

Age

PositionJaron Lotan

53

Chairman of the BoardEyal Shalom

39

Chief Executive OfficerGuy Yasur

30

Chief Financial OfficerYochai Hacohen

45

DirectorEli Blatt

48

DirectorAmira Paz

45

DirectorHadas Gazit

35

External DirectorAmir Livne

50

External Director




JARON LOTAN has served as a Director and the Chairman of the Board since May 2006. Mr. Lotan currently serves as Chief Operating Officer of Gilat Satellite Networks (NASDAQ:GILT, TASE), a provider of satellite and hybrid networking products, services and solutions. He currently serves also on the board of directors of Magink Display Technologies. Mr. Lotan served as the President and Chief Operating Officer of Technomatix Technologies Ltd., a provider of digital manufacturing solutions, from October 2002 until the sale of that company to UGS Corp. in April 2005. He was appointed Chief Executive Officer of Technomatix in January 2004. Following the acquisition of Technomatix Technologies Ltd., Mr. Lotan served as Senior Vice President of UGS Corp. from April 2005 until September 2005.  Prior to joining Technomatix in October 2002, he was corporate executive vice president for business and strategy at Orbotech Ltd., a supplier of automated optical inspection and other productivity solutions for the electronics industry, responsible for the worldwide sales, marketing and support organization, corporate marketing activities, and strategy and business development. Prior to this, Mr. Lotan served as president of the Orbotech PCB Division and president of Orbotech Europe. Before joining Orbotech in 1992, he co-founded and served as general manager, North America for Rosh Intelligent Systems, a software company offering knowledge-based solutions to customer support organizations. Mr. Lotan holds a B.A. in Economics and Mathematics and an M.A. in Economics both from the Hebrew University in Jerusalem, Israel.




EYAL SHALOMhas served as the Company’s Chief Executive Officer since March 2011. Mr. Shalom has been RadView’s Sales Director for Israel, Europe and Asia Pacific since 2007 and previously, in the years 2000-2004, he was an R&D Director and Team Leader at RadView. During the years 2004-2007, Mr. Shalom was the R&D Director and Product Manager at SkyBox Security and from 1997 to 2000 he was a System and Project Manager at Ness Technologies. Mr. Shalom holds a B.Sc. in Computer Sciences and Mathematics from the Hebrew University of Jerusalem and is pursuing an Executive MBA at Tel Aviv University.




42




GUY YASURhas served as the Company’s Chief Financial Officer since May 2011. Prior to joining RadView, Mr. Yasur served as a revenue recognition manager in Retalix Ltd (NASDAQ: RTLX) from 2010 to 2011. From 2007 to 2010 Mr. Yasur served as a manager at Ernst & Young Global (Kost, Forer Gabbay & Kasierer), where he managed accounts of both private and publicly traded companies in Israel and abroad, especially in the high-tech industry. From 2006 to 2007, Mr. Yasur served in the risk management practice of KPMG Global (Somekh Chaikin). Mr. Yasur is a Certified Public Accountant in Israel, holds BA degrees in Economics and Accounting, both from Tel Aviv University, and is pursuing an MBA at Tel Aviv University.




AMIRA PAZhas served as a Director of the Company since June 2011. Ms. Paz has served as RadView's Vice President of Finance between February 2008 and December 2010. Prior to joining RadView, Ms. Paz served for a period of ten years as Chief Financial Officer in three Formula-Group software companies: Tiltan Systems Engineering Ltd., Enformia Software Ltd. and Idit Technologies Ltd. Ms. Paz is a licensed CPA in Israel and holds a BA in Economics and Business Management from Ben-Gurion University, an MBA in Finance and Accounting from Tel-Aviv University and an LL.M from Bar-Ilan University.




YOCHAI HACOHEN has served as a Director of the Company since February 2006. From  June 2006 through April 2008,  Mr. Hacohen served as the  President and Chief Executive Officer of the Company. Mr. Hacohen joined Fortissimo in May 2004 and became a partner in January 2005. He currently serves on the boards of directors of Advanced Answers on Demand Holding Corporation and of SAE Afikim Ltd. Mr Hacohen also served as the chairman of the board of  directors of Cadent, Inc., which was sold to Align, Inc. in May 2011. From October 2003 through May 2004, Mr. Hacohen served as the General Manager of a U.S. division of Magal Security Systems Ltd., a provider of hardware and software solutions for the surveillance market. From October 1998 through September 2002, Mr. Hacohen served as the Director of EMEA Sales and Marketing for the video recording division of Nice Systems Ltd., a provider of digital video and audio recording solutions.  Mr. Hacohen holds a B.Sc. degree in Biotechnology and M.B.A. degree in Marketing from Tel Aviv University.




ELI BLATT has served as Director of the Company since April 2006. Mr. Blatt joined Fortissimo as a partner in January 2005. From March 1999 through May 2004, Mr. Blatt served as the Chief Financial Officer and Vice President of Operations of Noosh, Inc., a supplier of cross-enterprise e-business software solutions. From September 1997 through February 1999, Mr. Blatt served as the Director of Operations for CheckPoint Software Technologies Inc., an internet security company, where he was responsible for OEM operations, product licensing and customer service. Mr. Blatt currently serves on the board of directors of Telrad Networks Ltd., Advanced Answers on Demand Holding Corporation., and DipTech Ltd. Mr. Blatt holds a B.Sc. degree in Industrial Engineering from Tel Aviv University and an MBA degree from Indiana University.




HADAS GAZIThas served as an External Director of the Company since October 2007.  Ms. Gazit is the Chief Financial Officer and Operating manager of FIS Software Ltd. Ms. Gazit served as Chief Financial Officer of Magic Software Enterprises Ltd. (NASDAQ: MGIC), a publicly traded company on the NASDAQ and as Chief Financial Officer of Emblaze Ltd. (LSE:BLZ.L), a publicly traded company on the London Stock Exchange. Before becoming the CFO of Emblaze in December 2006, Ms. Gazit acted as the Vice President of Finance for the Emblaze group of companies and as the CFO of Emblaze Mobile.  Prior to joining Emblaze, Ms. Gazit was with TTI Team Telecom International (NASDAQ:TTIL), where she acted as the budget control manager from August 2003 to September 2005.  From August 2000 to August 2003, Ms. Gazit acted as a manager at Ernst & Young Global (Kost, Forer Gabbay & Kasierer) where she conducted accounts of both private and publicly traded companies in Israel and abroad, especially in the technology, venture capital and investments industries. Ms. Gazit is a Certified Public Accountant in Israel and holds an MBA in Finance and a BA in Economics and Accounting both from Tel Aviv University.




AMIR LIVNE has served as an External Director of the Company since  December 2008.  Mr. Livne is Vice President Product Strategy and Portfolio Management at Siemens PLM, a division of Siemens AG (NYSE:SI). Previously, Mr. Livne held a similar position at UGS PLM, which was acquired by Siemens in 2007. Between 1997 and 2004, Mr. Livne served as Executive VP of Business Development and Strategy at Tecnomatix (NASDQ: TCNOF, acquired by UGS in early 2005). Prior to joining Tecnomatix, between 1994 and 1997, Mr. Livne worked as a Senior Consultant at Booz, Allen and Hamilton, a management consulting firm. Mr. Livne holds an MBA from the University of Michigan in Ann Arbor and B.A. and M.A. degrees in Computer Science, both from Tel Aviv University. Mr. Livne replaced David Assia as an External Director following the expiration of Mr. Assia’s term in November 2008.




43




6B: Board Compensation






The Company reimburses its directors for expenses incurred to attend meetings of the Board of Directors and any committees of the Board of Directors.  The Company has granted options to purchase ordinary shares to its directors from time to time.  The current cash rate paid by the Company is $5,000 per non-employee directors who are not external directors. The Company makes an annual cash payment to its external directors in accordance with the rate permitted by applicable Israeli law and regulations, and accordingly, the compensation to our existing external directors, Mr. Amir Livne and Ms. Hadas Gazit is an annual fee of NIS 31,700 (approximately $8,932) and a meeting participation fee of NIS 2,120 (approximately 597.) In addition, each of the external directors is entitled to options to purchase up to 792,856 ordinary shares at an exercise price equal to fair market value.




Pursuant to the terms of the management services agreement entered into by the Company and Fortissimo, Messrs. Hacohen and Blatt are not entitled to cash remuneration or compensation for their services as directors as such other than the management fee payable to Fortissimo under the management services agreement.  Mr. Hacohen, who served as the Company’s Chief Executive Officer and President on an interim basis from June 2006 through April 2008, received cash compensation and options from the Company for such service as an employee director.




The following table sets forth the aggregate compensation paid or accrued for services rendered to the Company in all capacities for the fiscal year ended December 31, 2010 by its directors and executive officers:




Salaries, Directors Fees,

Service Fees, Commissions

and Bonuses


Pension, Retirement

and Similar BenefitsAll directors and officers as a group (then 8 persons)

$
394,235


$
16,836




Such remuneration does not include amounts expended by the Company for expenses, including business association dues and expenses, reimbursed to such officers, and other fringe benefits commonly reimbursed or paid by companies in the location at which the particular executive officer is located. See also "Item 7 Major Shareholders and Related Party Transactions" for a discussion of the stock options granted to directors and executive officers.




Jaron Lotan, as the Chairman of the Board, was granted an option to purchase 455,000 ordinary shares under the Key Employee Share Incentive Plan, equivalent to one percent of the Company’s issued and outstanding ordinary shares and preferred shares, on an as-converted basis, immediately after the closing of the initial investment in the 2006 financing by the Fortissimo Entities and other investors. Mr. Lotan was entitled to anti-dilution protection for any additional investments pursuant to the 2006 financing, by way of the grant of additional options to purchase one percent of the incremental number of issued and outstanding ordinary shares and preferred shares (on an as-converted basis) immediately following each additional investment.  In furtherance of that anti-dilution commitment, Mr. Lotan was granted additional options for a total of 566,666 ordinary shares upon the closings of the additional investments made by the Fortissimo Entities in December 2006 and February and March 2007.  The options are now fully vested.  Additionally, as a bonus to Mr. Lotan, Mr. Lotan was granted an option to acquire 1,350,994 ordinary shares (representing up to one percent of the Company’s issued and outstanding ordinary shares and preferred shares (on an as-converted basis)), which option vests over four years and will receive the same anti-dilution protection as described above. The exercise price of the options granted to Mr. Lotan was between $0.055 and $0.08. In December 2010, the Company's shareholders approved a re-pricing of options granted to certain directors, including to Mr. Lotan, such that the exercise price of the re-priced options was adjusted to $0.03 per ordinary share. Any further options to be granted to Mr. Lotan shall be at an exercise price equal to the market price on the then current date of grant.




44




Yochai Hacohen was both a director and an employee of the Company, serving as the Chief Executive Officer and President from July 1, 2006 (on an interim basis until December 2006 when the appointment was made permanent). On April 7, 2008, Mr. Hacohen stepped down as CEO. In connection with his services as Chief Executive Officer and President, the Company has paid to Mr. Hacohen an annual salary of $125,000 (effective as of June 11, 2006), which was increased by 20% on the anniversary of the effective date. Mr. Hacohen was granted options under the Company’s Key Employee Share Incentive Plan for a total of 4,750,000 ordinary shares, which are now fully vested. The exercise price of the options granted to Mr. Hacohen was $0.06. In December 2010, the Company's shareholders approved a re-pricing of options granted to certain directors, including to Mr. Hacohen, such that the exercise price of the re-priced options was adjusted to $0.03 per ordinary share.




Rami Goraly was a director of the Company since December 2008 and the Company's Chief Executive Officer since April 2008, and until March 2011.  In connection with his services as a director, the Board authorized and the shareholders approved the grant to Mr. Goraly of options under the Company’s Key Employee Share Incentive Plan to purchase a total of 8,000,000 Ordinary Shares. The exercise price of the options was $0.015.




Option Re-pricing




In June 2009, the Company’s Board of Directors approved, following approval by the Audit Committee and the Compensation Committee, a re-pricing of options granted to certain directors, officers and employees such that the exercise price of the re-priced options was adjusted to $0.03 per ordinary share.




The re-pricing of the options granted to the officers and employees (8,780,560 options, in total) became effective as of June 28, 2009.




Pursuant to Israeli Companies Law, the re-pricing of options granted to directors takes effect following Shareholders’ approval. In December 2010, the Shareholders approved the re-pricing of options.




As of December 31, 2010, all directors and officers as a group (then 7 persons), held options to purchase 17,358,372 of our ordinary shares at exercise prices ranging from $0.015 to $0.065. Out of such options, 955,000 will expire in 2011, 7,460,516 will expire in 2012, 8,792,856 will expire in 2013 and 150,000 will expire in 2014.


6C: Board Practices




Board of Directors and Committees




Our Board of Directors is currently comprised of six directors. The directors are elected at the annual shareholders’ meeting, to serve until the next annual meeting of our shareholders and until their respective successors are elected and qualified, with the exception of the external directors that pursuant to the Israeli Companies Law 1999, serve for three years. The Companies Law Amendment now allows for the initial three-year term of service to be extended, at the election of the company subject to certain conditions, by two additional three-year terms. See "Companies Law Amendment" below. The Board of Directors has established two committees, the Audit Committee and the Compensation Committee, each of which is briefly described below.




Under the Companies Law and the regulations promulgated pursuant thereto, Israeli companies whose shares have been offered to the public in, or that are publicly traded outside of Israel, are required to appoint at least two natural persons as “external directors”. No person may be appointed as an external director if the person, or a relative, partner or employer of the person, or any entity under the person’s control, has or had, on or within the two years preceding the date of the person’s appointment to serve as an external director, any affiliation with the company to whose board the external director is proposed to be appointed or with any entity controlling or controlled by such company or by the entity controlling such company. The term affiliation includes an employment relationship, a business or professional relationship maintained on a regular basis, control and service as an office holder (which term includes a director).




45




In addition, no person may serve as an external director if the person’s position or other business activities create, or may create, a conflict of interest with the person’s responsibilities as an external director or interfere with the person’s ability to serve as an external director or if the person is an employee of the Israel Securities Authority or of an Israeli stock exchange. If, at the time of election of an external director, all other directors are of the same gender, the external director to be elected must be of the other gender. The external directors must have professional qualifications to serve as a director, and at least one of the external directors must be a financial expert.




In March 2011, the Israeli Parliament adopted Amendment No. 16 to the Israeli Companies Law, or the Companies Law Amendment. The Companies Law Amendment, inter alia, enhanced the independence requirements of external directors. See "Companies Law Amendment" below.




Up until recently, external directors were elected at the general meeting of shareholders by a simple majority, provided that the majority includes at least one-third of the shareholders who are not controlling shareholders, who are present and voting, or that the non-controlling shareholders who vote against the election hold one percent or less of the voting power of the company. The Companies Law Amendment increased the majority requirement that would be applicable for future election of external directors. See "Companies Law Amendment" below.




Each committee of a company’s Board of Directors that has the authority to exercise powers of the Board of Directors is required to include at least one external director and its audit committee must include all external directors.




Under the Companies Law, an external director cannot be dismissed from office unless: (i) the Board of Directors determines that the external director no longer meets the statutory requirements for holding the office, or that the external director is in breach of the external director’s fiduciary duties and the shareholders vote, by the same majority required for the appointment, to remove the external director after the external director has been given the opportunity to present his or her position; (ii) a court determines, upon a request of a director or a shareholder, that the external director no longer meets the statutory requirements of an external director or that the external director is in breach of his or her fiduciary duties to the company; or (iii) a court determines, upon a request of the company or a director, shareholder or creditor of the company, that the external director is unable to fulfill his or her duty or has been convicted of specified crimes.




Officers serve at the discretion of the Board or until their successors are appointed.




Audit Committee




The Audit Committee currently consists of Hadas Gazit, Amir Livne and Amira Paz. The Israeli Companies Law requires a public company to maintain an audit committee comprised of at least three persons, including two external directors, none of whom may be chairman of the Board of Directors, a director employed by or providing other services to a company and a controlling shareholder or any relative of a controlling shareholder.


The responsibilities of our Audit Committee include identifying flaws in the management of our business, making recommendations to the Board of Directors as to how to correct them and deciding whether to approve actions or transactions which by law require Audit Committee approval. The Audit Committee may not approve an action or transaction with a controlling shareholder or with an office holder unless at the time of approval two external directors are serving as members of the Audit Committee and at least one participated in the meeting at which the action or transaction was approved.




In order to comply with the Sarbanes-Oxley Act of 2002, the Board of Directors has expanded the role of the Company’s Audit Committee to provide assistance to the Board of Directors in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting and internal control functions of the Company. In carrying out these duties, the Audit Committee must meet at least once in each fiscal quarter with management at which time, among other things, it reviews, and either approves or disapproves, the financial statements of the Company for the immediately preceding fiscal quarter and conveys its conclusions in this regard to the Board of Directors. The Audit Committee also monitors generally the services provided by the Company’s external auditors to ensure their independence, and reviews, and either approves or disapproves, all audit and non-audit services provided by them. The Company’s external and internal auditors must also report regularly to the Audit Committee at its meetings, and the Audit Committee discusses with the Company’s external auditors the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the Company’s financial statements, as and when it deems it appropriate to do so.




46




Under the Sarbanes-Oxley Act of 2002, the Audit Committee is also responsible for the appointment, compensation, retention and oversight of the work of the Company’s external auditors. However, under Israeli law, the appointment of external auditors requires the approval of the shareholders of the Company. Accordingly, the appointment of the external auditors is approved and recommended to the shareholders by the Audit Committee and ratified by the shareholders. Furthermore, pursuant to the Company’s Articles of Association, the Board of Directors is the organ that has the authority to determine the compensation of the external auditors. The Companies Law Amendment added certain additional functions to the audit committee. See "Companies Law Amendment" below.




The Company has adopted an Audit Committee Charter which sets forth the responsibilities of the committee. A copy of this charter is available upon written request to the Company at its address in Israel.




The Company has determined that all the members of its Audit Committee meet the SEC’s independence standard for audit committee members under Rule 10A-3(b)(1) of the Securities Exchange Act of 1934.




Compensation Committee




The Compensation Committee currently consists of Jaron Lotan, Yochai Hacohen and Amir Livne. Pursuant to authority delegated by the Board of Directors, the Compensation Committee is responsible for reviewing and administering the Company’s stock option plans and reviewing and approving salaries and other incentive compensation of the Company’s directors, officers and employees including recommendations to the Board of Directors with respect to the grant of stock options to officers and employees. A copy of the Compensation Committee charter is available upon written request to the Company at its address in Israel.




Preferred Directors




In connection with the 2006 financing as described in Item 4B — “Business Overview — Recent Developments” and Item 7B — “Related Party Transactions”, Fortissimo is entitled to nominate up to four of seven board members to serve as Preferred Directors. Currently, Jaron Lotan, Yochai Hacohen and Eli Blatt serve as Preferred Directors, having been designated as such by Fortissimo following the 2006 financing.




Companies Law Amendment




The Israeli Parliament has recently adopted an amendment to the Companies Law which  implements a comprehensive reform in corporate governance in Israel. Most of the provisions of the Companies Law Amendment have become effective on May 14, 2011.




A summary of the principal changes introduced by the Companies Law Amendment is set forth below:




·
Audit Committee. A majority of the Audit Committee must be comprised of “independent directors” (as defined in the Companies Law); any person regularly engaged by or rendering services to a controlling shareholder may not serve on the Audit Committee.



The functions to be performed by the audit committee were expanded to include, inter alia, the following: determination whether certain related party actions and transactions are "material" or "extraordinary" in connection with their approval procedures, to assess the scope of work and compensation of the company's independent accountant, to assess the company's internal audit system and the performance of its internal auditor and to set whistle blower procedures (including in respect of the protections afforded to whistle blowers);
  47
  ·
External Directors. The initial three-year term of service of External Directors can be extended, at the election of the company subject to certain conditions, by two additional three-year terms. External Directors must be elected by a majority vote at a shareholders’ meeting, provided that either the majority of shares voted at the meeting, including at least one-half (instead of one-third, before the amendment) of the shares held by non-controlling shareholders voted at the meeting, vote in favor; or the total number of shares held by non-controlling shareholders voted against does not exceed two percent (instead of one percent, before the amendment) of the aggregate voting rights in the company.



Furthermore, External Directors may be re-elected for additional terms by means of one of the following mechanisms: (i) the board of directors proposed the nominee and his appointment was approved by the shareholders in the manner required to appoint external directors for their initial term (which was the only available way to re-elect external directors prior to the adoption of this amendment), or (ii) a shareholder holding 1% or more of the voting rights proposed the nominee, and the nominee is approved by a majority of the votes cast by the shareholders of the company, excluding the votes of controlling shareholders and those who have a personal interest in the matter as a result of their relations with the controlling shareholders, provided that, the aggregate votes cast by shareholders who are not controlling shareholders and do not have a personal interest in the matter as a result of their relations with the controlling shareholders in favor of the nominee constitute more than 2% of the voting rights in the company;



The independence requirements of External Directors were enhanced such that an individual may not be appointed as an External Director in a company that does not have a controlling shareholder, in the event that he has affiliation, at the time of his appointment, to the chairman, chief executive officer, a 5% shareholder or the chief financial officer; in addition, an individual may not be appointed as an External Director if his relative, partner, employer, supervisor, or an entity he controls, has other than negligible business or professional relations with any of the persons with which the External Director himself may not be affiliated.




·
Extraordinary Transactions with a Controlling Shareholder. Extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest, and agreements relating to employment and compensation of a controlling shareholder, require shareholders’ approval that shall either include at least one-half (instead of one-third, before the amendment) of the shares held by disinterested shareholders participating in the vote, or, alternatively, the total shareholdings of disinterested shareholders voting against the transaction must not represent more than two percent (instead of one percent, before the amendment) of the voting rights: Agreements with a controlling shareholder relating to engagement or provision of services for a period exceeding three years, must generally be approved once every three years.·
Code of Corporate Conduct. A code of recommended corporate governance practices has been attached to the Companies Law Amendment.




·
Fines. The Israeli Securities Authority shall be authorized to impose fines on any person or company breaching certain provisions designated under the Companies Law Amendment.
  48
  ·
CEO and Chairman. A higher shareholder approval threshold was adopted to permit a chief executive officer to also serve as chairman of the board and for the chairman of the board to serve as the CEO, and a prohibition was adopted on the chairman's ability to serve the company in any capacity other than as the chief executive officer.·
Officers’ employment. The terms of employment of an officer now require the approval of the audit committee as well as the board of directors.·
Tender offers: With respect to full tender offers (tender offers for the acquisition of all outstanding shares in a company), the time-frame for a shareholder to a request appraisal rights withrespect to the tender offer was extended from three to six months following the consummation of a the tender, but it is now permitted for the acquirer to stipulate in the offer that any shareholder tendering his shares will not be entitled to appraisal rights.




6D: Employees




As of December 31, 2010, we had 15 employees and 3 contractors worldwide, of whom 9 were employed in research and development, 4 in sales and marketing, 1 in technical support, and 4 in management and administration.  Out of our employees and contractors, 1 is based in the United States and 17 are based in Israel. None of our employees is represented by a labor union and we consider our relations with employees to be good.




Although our Israeli employees are not party to any collective bargaining agreement, all of our Israeli employees are subject to Israeli labor laws and certain provisions of collective bargaining agreements among the Government of Israel, the General Federation of Labor in Israel and one or more employer’s associations. These provisions and laws concern the length of the workday, minimum daily wages for workers, procedures for dismissing employees, determination of severance pay, adjustments of wages to increases in the Israeli consumer price index, and other conditions of employment.




6E: Share Ownership




See table under "Item 7:  Major Shareholders and Related Party Transactions".




Share Option Plans




The Key Employee Share Incentive Plan. The Board of Directors and the Company’s shareholders approved the Key Employee Share Incentive Plan (1996) (the “Key Employee Plan”) in 1996 and amended the plan in 2002 and in 2009.  The Company has reserved for issuance an aggregate of 31,714,266 ordinary shares under the Key Employee Plan, such that, along with the ordinary shares reserved under the US Plan (as defined below), the total number of ordinary shares reserved by the Company is equal to 20% of the issued and outstanding shares of the Company (including preferred shares on an as converted basis).  As of May 31, 2011, the Company had granted options for a total of 31,201,084 ordinary shares, of which 12,398,112 had been terminated or expired (and thus became available for future grant) and 2,465,331 had been exercised.  As a result, 12,911,294 ordinary shares are available for future grant as of May 31, 2011.  In addition, in December 2009, the shareholders authorized the Board of Directors to increase the number of ordinary shares reserved under the Key Employee Plan such that, if as a result of future dilutive issuances of shares of the Company, the total number of shares reserved under the Key Employee Plan and the US Plan (as defined below) in the aggregate falls below 15% of the then issued and outstanding shares of the Company (including preferred shares on an as converted basis), the Board may further increase the number of shares available under the Key Employee Plan to equal 15% of the then issued and outstanding shares of the Company (including preferred shares on an as converted basis) without the need for further shareholder approval.




The United States Share Incentive Plan. The Board of Directors and the Company’s shareholders approved the United States Share Incentive Plan (the “US Plan”) in 2000 and amended the US Plan in 2002. The Company had previously reserved for issuance an aggregate of 3,950,000 ordinary shares under the US Plan. As of May 31, 2011, the Company had granted options to purchase a total of 5,363,855 ordinary shares, of which 3,743,808 had been terminated or expired (and thus became available for future grant) and 407,547 had been exercised. As a result, 2,329,953 ordinary shares are available for future grant as of May 31, 2011.




49




The Employee Share Purchase Plan.In November 2002, the Company established an employee share purchase plan (the “ESPP”) which permits the eligible employees of the Company to purchase ordinary shares of the Company at 85% of the lesser of the closing market price on the first day or the last day of the applicable three month offering period.  Employees may participate in the ESPP through regular payroll deductions of up to 10% of their pre-tax gross salary.  Subject to adjustments for stock splits, stock dividends and similar events, a maximum of 1,500,000 ordinary shares may be issued under the ESPP.  No ordinary shares were issued in connection with the ESPP in 2007, 2008 and 2009.  As of May 31, 2011, there are 1,491,791 ordinary shares available for issuance under the ESPP.




Material Features of the Key Employee Plan and US Plan




The purpose of the Key Employee Plan is to attract, retain and motivate employees, directors and consultants through the issuance of stock options and to encourage ownership of ordinary shares by employees, directors and consultants of the Company. The Key Employee Plan is administered by the Compensation Committee, which has the authority to submit recommendations to the Board of Directors as to the issuance of options under the plans. Under the Israeli Companies Law, the authority to issue options vests exclusively with the Board of Directors. Subject to the provisions of the Key Employee Plan, the Compensation Committee determines the persons to whom options will be granted, the number of shares to be covered by each option and the terms and conditions upon which an option may be granted, and has the authority to administer the provisions of the Key Employee Plan. All employees, directors and consultants of the Company and its affiliates are eligible to participate in the Key Employee Plan. Approximately 25 individuals are eligible to participate in this plan.




Options granted under the Key Employee Plan may be either (i) options intended to benefit from the provisions of Section 102 of the Israeli Income Tax Ordinance (New Version), 1961 and the rules promulgated thereunder, or (ii) stock options not designed to so benefit.




Stock options granted under the Key Employee Plan may not be granted at a price less than the par value of the ordinary shares on the date of grant.  If any option award, or any part thereof, under the Key Employee Plan has not been exercised and the shares covered thereby not paid for within sixty-two (62) months after the date of grant (or any other period set forth in the instrument granting such option award), such option award, or such part thereof, and the right to acquire such shares, shall terminate.




An option granted under the Key Employee Plan is exercisable, during the optionholder’s lifetime, only by the optionholder and is not transferable by him or her except by will or by the laws of descent and distribution.




Options granted under the US Plan may be either (i) options intended to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or (ii) non-qualified stock options.  Incentive stock options may be granted under the US Plan to employees of the Company and its affiliates. Non-qualified stock options may be granted to consultants, directors and employees of the Company and its affiliates.




The aggregate fair market value (determined at the time of grant) of shares issuable pursuant to the exercise of incentive stock options that become exercisable by a participant in any calendar year may not exceed $100,000.  Incentive stock options granted under the US Plan may not be granted at a price less than the fair market value of the ordinary shares on the date of grant, or 110% of fair market value in the case of options granted to an employee holding 10% or more of the voting stock of the Company.  Non-qualified stock options granted under the US Plan may not be granted at an exercise price less than the par value per share of the ordinary shares on the date of grant.  Incentive stock options granted under the US Plan expire not more than ten years from the date of grant, or not more than five years from the date of grant in the case of incentive stock options granted to an employee holding 10% or more of the voting stock of the Company.  An option granted under the US Plan is exercisable, during the optionholder’s lifetime, only by the optionholder and is not transferable by him or her except by will or by the laws of descent and distribution, or as otherwise determined by the Board of Directors and set forth in the applicable option agreement.




50




After the termination of the optionholder’s employment with the Company, or cessation of status as a director or consultant of the Company (other than by reason of death, disability or termination for cause as defined in the Key Employee Plan), all rights in respect of options held at the date of termination shall terminate within two weeks after the termination or cessation of status.  In the event of the optionholder’s death, stock options held by the estate of the employee generally may be exercised, to the extent exercisable on the date of death, by the optionholder’s survivors at any time prior to the earlier of the option’s specified expiration date or three months from the date of the optionholder’s death.  If an optionholder is unable to continue to be employed by the Company or to provide services to the Company, by reason of his becoming incapacitated while in the employ or service of the Company as a result of an accident or illness or other cause which is approved by the Committee, such optionholder shall continue to enjoy rights under the Key Employee Plan on such terms and conditions as the Committee in its discretion may determine. Generally, in the event of the optionholder’s termination for cause, all outstanding and unexercised options are forfeited.




If the ordinary shares shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any ordinary shares as a dividend on its outstanding ordinary shares, the number of ordinary shares deliverable upon the exercise of an option granted under the Key Employee Plan shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company’s assets or otherwise, an option holder, upon exercising an option under the Key Employee Plan, shall be entitled to receive for the purchase price paid upon such exercise the securities he or she would have received if he or she had exercised such option prior to such action.




The Key Employee Plan may be amended by the Board of Directors. Each grantee is responsible for all personal tax consequences of the grant and the exercise thereof.




Israeli Tax Considerations




Under the provisions of Section 102 of the Israeli Income Tax Ordinance, an Israeli employee issued options to purchase shares in the Company under a qualifying share incentive plan will not incur a tax liability at the time the options are issued or exercised, such tax being deferred until the sale of the shares purchased pursuant to the options. Section 102 generally requires that a trustee hold the options for a minimum of two years, in order for the tax benefit to apply.  In the event that an employee will cease to be employed by the Company prior to completion of the 2-year holding period, such employee, under certain circumstances, will be required to pay the greater of (a) the tax payable at the time of the grant of options, together with interest and linkage differentials, (b) the tax payable on the date of cessation of his employment and (c) the tax payable two years from the date of the grant of options, unless the cessation of employment results from the death of the employee or for reasons which are beyond the employee’s control.




Upon sale of the shares purchased with the options, the employee will be liable for tax at a rate of up to 50%, depending on the employee’s marginal tax rate, for the net gain in value of the shares between the value on the date of grant and their value on the date of sale. The trustee is required to withhold 30% of the total consideration received from such a sale.  The Company will withhold any remaining tax payable by the employee, according to the employee’s actual tax rate.




In the event that Section 102 is not applicable to the options, the taxation of the optionee will be governed by Section 3(i) of the Israeli Income Tax Ordinance. Under this section, there is no deferral of tax until the sale of shares, and exercise of the options constitutes a taxable event. Upon the exercise of the options, tax will be paid on the difference between the exercise price and the fair market value on the exercise date. In addition, upon the sale of the shares received pursuant to the exercise of the options tax will be paid on the difference between the fair market value of the shares on the date the shares were purchased and the price at which they were sold.




51




Under Section 3(i), the tax paid on the exercise date will be ordinary income tax.  The type of tax paid upon the ultimate sale of the shares, however, will be capital gains tax.




Federal Income Tax Considerations




The following is a description of certain U.S. federal income tax consequences of the issuance and exercise of options under the US Plan:




Incentive Stock Options. An incentive stock option does not result in taxable income to the optionee or deduction to the Company at the time it is granted or exercised, provided that no disposition is made by the optionee of the shares acquired pursuant to the option within two years after the date of grant of the option nor within one year after the date of issuance of shares to him (the “ISO holding period”).  However, the difference between the fair market value of the shares on the date of exercise and the option price will be an item of tax preference includable in “alternative minimum taxable income.”  Upon disposition of the shares after the expiration of the ISO holding period, the optionee will generally recognize long term capital gain or loss based on the difference between the disposition proceeds and the option price paid for the shares.  If the shares are disposed of prior to the expiration of the ISO holding period, the optionee generally will recognize taxable compensation, and the Company will have a corresponding deduction, in the year of the disposition, equal to the excess of the fair market value of the shares on the date of exercise of the option over the option price.  Any additional gain realized on the disposition will normally constitute capital gain.  If the amount realized upon such a disqualifying disposition is less than fair market value of the shares on the date of exercise, the amount of compensation income will be limited to the excess of the amount realized over the optionee’s adjusted basis in the shares.




Non-Qualified Stock Options. The grant of a non-qualified option will not result in taxable income to the optionee or deduction to the Company at the time of grant. The optionee will recognize taxable compensation, and the Company will have a corresponding deduction, at the time of exercise in the amount of the excess of the then fair market value of the shares acquired over the option price. Upon disposition of the shares, the optionee will generally realize capital gain or loss, and his basis for determining gain or loss will be the sum of the option price paid for the shares plus the amount of compensation income recognized on exercise of the option.




Item7: Major Shareholders and Related Party Transactions




The following table sets forth certain information known to us regarding the beneficial ownership of the Company’s ordinary shares as of May 31, 2011, unless otherwise indicated, by:  (i) each person known by the Company to beneficially own more than 5% of the Company’s ordinary shares; and (ii) all of the Company’s directors and executive officers as a group.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.  In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary shares under options and warrants held by that person that are currently exercisable or exercisable within 60 days of May 31, 2011 are considered outstanding. These shares, however, are not considered outstanding when computing the percentage ownership of each other person. Except as indicated in the footnotes to this table and pursuant to state community property laws, each shareholder named in the table has sole voting and investment power for the shares shown as beneficially owned by them.  Ownership percentages are based on 158,571,330 ordinary shares outstanding on May 31, 2011, excluding 134,000 shares held as treasury shares. Unless otherwise noted below, the address of each of the Company’s directors and executive officers is c/o RadView Software Ltd., 14 Hamelacha Street, Park Afek, Rosh Haayin, 48091, Israel.




52




Name of Beneficial Owner:

Total Shares

Beneficially Owned


Percentage of

Ordinary SharesFive Percent Shareholders:Fortissimo Capital Fund (1)


169,583,334



69.3
%Altshuler Saham Provident Ltd. (2)


33,999,684



19.7
%Psagot Provident Fund Ltd. (3)


21,930,000



13.1
%Tamir Fishman Provident and Education Funds Ltd. (4)


18,654,300



11.2
%Meitav Gemel Ltd. (5)


14,610,838



8.9
%Directors and Executive Officers:Eyal Shalom (6)


65,625



*Jaron Lotan


2,193,368



1.4
%Amir Livne (7)


495,536



*Hadas Gazit (8)


693,750



*Yochai Hacohen


4,750,000



3.0
%Eli Blatt


-



-Guy Yasur


-



-Amira Paz


-



-All executive officers and Directors as a group (8 persons) (9)


8,198,279



5.2
%








*  Represents beneficial ownership of less than one percent of the Company’s ordinary shares.




(1)           Information is derived in part from Amendment No. 3 to a Schedule 13 D, filed on March 27, 2007 by Fortissimo Capital Fund G.P. L.P. (“FFC-GP”), Fortissimo Capital Fund L.P. (“FFC Cayman”), Fortissimo Capital Fund (Israel) L.P. (“FFC-Israel”), and Fortissimo Capital Funds (Israel DP), L.P. (“FFC-Israel-DP”) (Collectively, the “Fortissimo Entities”).  Includes 150,729,167 ordinary shares owned of record by the Fortissimo Entities: 4,779,243 ordinary shares owned of record by FFC Cayman, 136,210,432 ordinary shares owned of record by FFC Israel, and 9,739,491 ordinary shares owned of record by FCC-Israel-DP. FFC-GP, in its capacity of being the sole general partner of FFC-Israel, FFC-Israel-DP and FFC Cayman, controls and manages each of the Fortissimo Entities and may be deemed to be the indirect beneficial owner of the ordinary shares directly beneficially owned by the Fortissimo Entities. FFC-GP is controlled by Mr. Yuval Cohen. Mr. Cohen disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.




Each of the Fortissimo Entities share voting power over 158,125,001 ordinary shares and share dispositive power over 169,583,334 ordinary shares.  None of the Fortissimo Entities has sole voting power or sole dispositive power over our ordinary shares.  Pursuant to a shareholders agreement among the Fortissimo Entities and Yehuda Zisapel, Shem Basum Ltd. and Michael Chill (the “Co-Investors”) in connection with the financing in August 2006, the number of ordinary shares for which there is shared voting power includes 7,395,834 ordinary shares held by Shem Basum Ltd. and Michael Chill and the number for which there is shared dispositive power includes 18,854,167 ordinary shares held by all the Co-Investors. However, the Fortissimo Entities disclaim beneficial ownership of the Co-Investor shares. The Fortissimo address is: 14 Hamelacha Street, Park Afek, Rosh Ha’ayin, 48091 Israel.




53




(2)            Information is derived from Altshuler Saham Provident Ltd. and from the records of the Company.


(3)            Information is derived from Psagot Investment House Ltd. and from Psagot Provident Funds Ltd., and from records of the Company. Includes 21,930,000 ordinary shares beneficially owned by  Psagot Provident Funds Ltd., a wholly owned subsidiary of Psagot Investment House Ltd, controlled indirectly by James G. Dinan and Daniel A. Schwartz. In April 2009, the assets of Prisma Investment House Ltd. were acquired by Psagot Provident Funds Ltd. Any economic interest or beneficial ownership in any of the securities held by Psagot Provident Funds Ltd. are held for the benefit of the members of the fund.  The address of Psagot Investment House Ltd. is: Africa Tower, 14 Ahad Ha’am Street, Tel Aviv, Israel and of Provident Funds Ltd .is: 33 Yavetz St., Tel Aviv, Israel.


(4)           Information is derived from a Schedule 13G, filed on February 16, 2010 by Tamir Fishman Provident and Education Funds Ltd. (“Tamir Fishman”). Includes a total of 18,654,300  ordinary shares: 2,657,300 ordinary shares are owned of record by Tamir Fishman Severance Pay Fund - General; 6,893,500 ordinary shares are owned of record by Tamir Fishman Education Fund - General; 8,262,000 ordinary shares are owned of record by Tamir Fishman Provident Fund - General; 289,000 ordinary shares are owned of record by Tamir Fishman Education Fund - Shares; and 552,500 ordinary shares are owned of record by Tamir Fishman Provident Fund - Shares. Tamir Fishman, as manager of the funds, has sole voting and investment power and is beneficial owner of the 18,654,300ordinary shares (including warrants) owned of record by the foregoing funds.  Any economic interest or beneficial ownership in any of the securities held of record by the foregoing funds is held for the benefit of the members of the funds.  The address of Tamir Fishman and each of the foregoing funds is: 21 Ha’arbaa Street, Tel Aviv, 64739, Israel.




(5)           Information is derived from Meitav Gemel Ltd. (“Meitav”).  Includes a total of 14,610,838 ordinary shares owned of record by the provident, education and severance funds managed by Meitav:  5,043,339 ordinary shares owned of record by Meitav Tagmulim Clali; 3,201,661 ordinary shares owned of record by Meitav Histalmut Clali; 1,048,339 ordinary shares owned of record by Meitav Pizuim Clali; 410,839 ordinary shares owned of record by Meitav Tagmulim Shares; 212,500 ordinary shares owned of record by Meitav Hishtalmut Shares; 2,234,161 ordinary shares owned of record by Meitav Chisachon Gemel; 1,617,339 ordinary shares owned of record by Meitav Chisachon Hishtalmut; and 333,500 ordinary shares owned of record by Meitav Chisachon Pizuim.  Also includes 509,160 ordinary shares owned of record by Yashir Investment House (Provident Funds) Ltd.  Meitav, as manager of the funds, has sole voting and investment power and is beneficial owner of the 14,101,678 ordinary shares (including warrants) owned of record by the foregoing funds.  Any economic interest or beneficial ownership in any of the securities held of record by the foregoing funds is held for the benefit of the members of the funds.  The address of Meitav is Museum Tower, 4 Berkowitz Street, Tel Aviv 61180 Israel.




(6)           Includes 6,250 options exercisable within 60 days of May 31, 2011.
  (7)           Includes 49,554 options exercisable within 60 days of May 31, 2011.
  (8)           Includes 49,554 options exercisable within 60 days of May 31, 2011.
  (9)           Includes 8,000,000 options, exercisable within 60 days of May 31, 2011, granted to Mr. Rami Goraly, who served as a director and as the Company’s CEO until March 2011.


As of May 31, 2011, there were 128 record holders of ordinary shares, of which 85 were registered with addresses in the United States, representing approximately 32% of the outstanding ordinary shares.However, the number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of the ordinary shares are held of record by brokers and other nominees.




54




7B: Related Party Transactions




In December 2009, the Company's shareholders approved, and in June 2010 the Company and the investors entered into, an amendment to the Convertible Loan Agreement pursuant to which the repayment date of the $750,000 Convertible Loan principal and interest was extended to August 31, 2011. In December 2010, the Company's shareholders approved, and the Company and the investors entered into, an amendment to the Convertible Loan Agreement pursuant to which the repayment date of the Convertible Loan principal and interest was further extended to August 31, 2012. Until repayment, the Convertible Loan bears interest at 8% per annum, and is convertible at the election of the investor into Preferred A Shares at $0.03 per Preferred A Share (subject to standard adjustments). See "Section 5B. Liquidity and Capital Resources".


Management Services Agreement
 
 As part of the 2006 financing, the Company entered into a management services agreement with Fortissimo, pursuant to which, Fortissimo, through its employees, officers and directors, provides management services and advises and provides assistance to the Company’s management concerning the Company’s affairs and business.  In consideration of the performance of the management services and the board services, the Company agreed to pay to Fortissimo (i) $50,000, as a fixed fee, payable in quarterly installments; and (ii) an additional fee, of $70,000, payable at the end of the fiscal year, commencing in 2006, in the event that the Company is profitable in such fiscal year, provided that such additional management fees shall be payable only out of profits of the Company of such fiscal year.  The management services agreement became effective upon the closing of the 2006 financing.


Indemnity Undertakings to the Directors and Officers





In August 2006, the Company approved indemnification agreements to indemnify its directors for any expenses incurred by the director in connection with any event that fall within one or more categories of covered indemnifiable events, as these terms are defined in the indemnification agreements, related to any act or omission of the director while serving as an office holder of the Company, or serving or having served as a director or officer, at the Company’s request, of any subsidiary of the Company, or any other corporation or partnership.




The categories of indemnifiable events provided for in the indemnification agreements include actions in connection with any sale or purchase of securities made by the company or shareholders and, investments of the Company in other corporations, merger or other reorganization, actions in connection with the business of the Company, sale or purchase of other entities or assets, and the division of consolidations thereof, actions in connection with labor relation, employment matters and trade relations, actions in connection with development of products and any distribution, sale or license of such product developed, actions in connection with intellectual property, actions taken pursuant to or in accordance with the policies and procedures of the Company, approval of corporate actions, in good faith, claims of failure to exercise business judgment and a reasonable level of proficiency, exercise and care, violations of laws requiring the Company to obtain regulatory and governmental approvals, claims in connection with publishing or providing any information on behalf of the Company, claims in connection with any announcement or statements made in good faith.




Under the indemnification agreements, the Company has undertaken to indemnify the directors against all expenses, judgments and amounts paid in settlement incurred by the director with respect to any specific indemnifiable event up to a total limit amount of $1.5 million for all of the directors and officers covered by the indemnification agreements to be entered into by the Company.




The indemnification agreements also provide for the Company to advance all expenses incurred by the director in connection with an indemnifiable event. The director will repay such amounts advanced if, when, and to the extent, that a court of competent jurisdiction determines that the director should not be permitted to be so indemnified under applicable law.




55




The indemnification provided under the indemnification agreements continues for any action taken or not taken by the director while serving as a director even if he or she no longer served in such capacity at the time of the action, suit or other covered proceeding.  An indemnification agreement will terminate, among other instances, upon the lapse of five years from the termination, for whatever reason, of the director’s service as an office holder of the Company.




In addition, under the indemnification agreements, the Company exempts and releases each director from any and all liability to the Company related to any breach by each director of his duty of care to the Company, to the maximum extent permitted by law.




Credit Facility




In December 2008, the Board and shareholders approved the Credit Facility to be provided to us by Fortissimo, at the discretion of Fortissimo and in December 2009 and December 2010 the shareholders approved amendments to the Credit Facility. The facility availability was extended until mid-2012.  See" Item 4B. Business Overview - Financing Transactions  " for a further description of the Credit Facility. Fortissimo is an entity affiliated with two of the Company’s directors, Mr. Yochai Hacohen and Eli Blatt.


To date, we have not drawn on the 2008 Credit Facility.




7C: Interests of Experts and Counsel




Not applicable.




Item8: Financial Information.




8A: Consolidated Statements and Other Financial Information




See "Item 18: Financial Statements".




Legal Proceedings




We are not involved in any legal proceedings that are material to our business or financial condition.  A former employee commenced a proceeding in April 2010 seeking a total of approximately NIS134,452 (approximately $37,884) for severance and vacation payments and certain other claims in connection with the period of employment with the Company. Based on management estimation and the opinion of its legal counsel, a provision was recorded with respect to this claim.




Dividend Policy




The Company does not currently have a dividend policy.  The declarations and payment of any cash dividends in the future will be determined by the Board of Directors in light of the conditions exiting at that time.  This will include our earnings and financial condition.  We may only pay cash dividends in any fiscal year, out of “profits”, as defined under Israeli law.  Any dividends paid out of Approved Enterprise earnings (i.e., tax exempt income) will be liable to tax. As we cannot currently distribute dividends, no provision has been made for this additional tax in our Financial Statements.




8B: Significant Changes




Not applicable.




56




Item9: The Offer and Listing




9A: Offer and Listing Details




Set forth below are high and low reported prices for our ordinary shares on the OTC Bulletin Board for the periods indicated.




OTCBBPeriod

High ($)


Low ($)Annual Information2006

Annual


0.14



0.062007

Annual


0.12



0.042008

Annual


0.08



0.012009

Annual


0.03



0.0032010

Annual


0.05



0.02Quarterly Information (2009)First Quarter


0.015



0.003Second Quarter


0.03



0.0014Third Quarter


0.028



0.01Fourth Quarter


0.025



0.012December


0.02



0.012Quarterly Information (2010)First Quarter


0.02



0.02Second Quarter


0.05



0.02Third Quarter


0.04



0.02Fourth Quarter


0.04



0.02December


0.03



0.02Monthly Information (2011)January


0.04



0.03February


0.04



0.02March


0.03



0.03April


0.03



0.02May


0.03



0.02June (until June 29)


0.02



0.02




57




9B:  Plan of Distribution




Not applicable.




9C:  Markets




Our shares are quoted on the OTCBB. Until September 2004, our shares were traded on the Nasdaq SmallCap Market.




9D: Selling Shareholders




Not applicable.




9E: Dilution




Not applicable.




9F:  Expenses of Issue




Not applicable.




Item10: Additional Information.





10A:  Share Capital




Not applicable.




58




10B:  Memorandum and Articles of Association




The Company’s registration number at the Israeli Registrar of Companies is 51-1627952.




In August 2006, the Company amended and restated its Articles of Association.


Set forth below is a summary of certain provisions of our Memorandum and Articles of Association. This summary is not complete and should be read together with our Memorandum and Articles of Association, previously filed.




1.             Objects of the Company:




The Company’s objects and purposes are outlined in the Memorandum of Association. These objects include: the development, manufacture and marketing of products in the electronics field generally and specifically in the field of computer communication. The Company’s Articles of Association (Article 3) provide that the Company operates in accordance with business considerations to generate profits.




2.             Provisions related to the directors of the Company:




(a)           The Board of Directors may issue shares and other securities, which are convertible or exercisable into shares, up to the limit of the Company’s authorized share capital.




(b)           Approval of certain transactions under the Companies Law:  RadView is subject to the provisions of the Israeli Companies Law 1999, which became effective on February 1, 2000. The Companies Law codifies the fiduciary duties that an Office Holder has to the Company. An “Office Holder” is defined in the Companies Law as any Director, General Manager or any other Manager directly subordinate to the General Manager and any other person with similar responsibilities. An Office Holder’s fiduciary duties consist of a Duty of Loyalty and a Duty of Care.




The Duty of Loyalty includes: the avoidance of any conflict of interest between the Office Holder’s position in the Company and his personal affairs; the avoidance of any competition with the company; the avoidance of any exploitation of any business opportunity of the Company in order to receive personal advantage for himself or others; and a duty to reveal to the Company any documents or information relating to the Company’s affairs that the Office Holder has received due to his position.




The Duty of Care requires an Office Holder to act at a level of care that a reasonable Office Holder in the same position would employ under the same circumstances. This includes the duty to utilize reasonable means to obtain (1) information regarding the appropriateness of a given action brought for his approval or performed by him by virtue of his position and (2) all other information of importance pertaining to the foregoing actions.




Under the Companies Law, all arrangements with regard to the compensation of Office Holders who are not Directors require the approval of the Board of Directors. Arrangements regarding the compensation of Directors require Audit Committee, Board and Shareholder approval.




The Companies Law requires that an Office Holder of a company promptly disclose to the company’s Board of Directors any personal interest that he or she may have, and all related material information known to him in connection with any existing or proposed transaction by the company. This disclosure must be made by the Office Holder, whether orally or in writing, no later than the first meeting of the company’s board of directors which discusses the particular transaction. An Office Holder is deemed to have a “personal interest” if he, certain members of his family, or a corporation in which he or any one of those family members is a 5% or greater shareholder or exercises or has the right to exercise control, has an interest in a transaction with the company. An “Extraordinary Transaction” is defined as a transaction, not in the ordinary course of business, not on market terms, or that is likely to have a material impact on the company’s profitability, assets or liabilities.




59




In the case of a transaction that is not an Extraordinary Transaction, after the Office Holder complies with the above disclosure requirements, only board approval is required. The transaction must not be adverse to the company’s interests. In the case of an Extraordinary Transaction, the company’s Audit Committee and the Board of Directors, and, under certain circumstances, the shareholders of the company must approve the transaction, in addition to any approval stipulated by the Articles of Association. An Office Holder who has a personal interest in a matter that is considered at a meeting of the Board of Directors or the Audit Committee may not be present at this meeting or vote on this matter, unless a majority of the members of the Board of Directors or Audit Committee, respectively, have a personal interest in the matter, in which case they may all be present and vote, after which the matter must be approved by the shareholders of the Company.




In addition, Article 50 of our Articles of Association provides that Directors who are not employees of the Company and who are not external Directors shall not receive any compensation from the Company, unless approved by the shareholders, and that expenses incurred by a Director in connection with his service as such may be reimbursed if authorized by the Board.




(c)           The Board has borrowing powers for the purposes of the Company (Article 44.3.1).




(d)           The Company’s Articles of Association do not contain provisions regarding the retirement of directors under an age limit requirement, nor do they contain a provision requiring a Director to hold any Company shares in order to qualify as a Director.




3.             Rights, Preferences and Restrictions attached to each class of Shares:




(a)           Rights to shares in the Company’s Profits:  The Company may effect a distribution to its Shareholders to the extent permitted by the Companies Law. Except as permitted by the Companies Law or Companies Regulations, distributions shall not be made except out of the profits of the Company legally available for such distributions (Article 60).




(b)           Dividend rights:  A Shareholder shall be entitled to receive dividends or bonus shares, upon the resolution of the Board, provided in each case the distribution is permitted in accordance with the provisions of the Companies Law and consistent with the rights attached to the shares held by such Shareholder. The Shareholders entitled to receive dividends or bonus shares shall be those who are registered in the Register on the date of the resolution approving the distribution or allotment, or on such later date, as may be determined in such resolution (Article 61.1). Any dividend or other moneys payable in cash in respect of a Share may be paid by check sent by registered mail to, or left at the registered address of the person entitled thereto or by transfer to a bank account specified by such person, or to such person and at such address as the person entitled thereto may direct in writing (Article 61.5). The Board of Directors of the Company may settle, as it deems fit, any difficulty arising with regard to the distribution of bonus Shares, distributions of dividends or otherwise, and in particular, to issue certificates for fractions of Shares and sell such fractions of Shares in order to pay their consideration to those entitled thereto, to set the value for the distribution of certain assets and to determine that cash payments shall be paid to the Shareholders on the basis of such value, or that fractions whose value is less than NIS 0.01 shall not be taken into account. The Board may pay cash or convey these certain assets to a trustee in favor of those people who are entitled to a dividend or to a capitalized fund, as the Board shall deem appropriate (Article 61.9). If the Company at any time shall make a distribution of its assets to the holders of its ordinary shares, as a dividend in liquidation or partial liquidation or by way of return of capital or other than as a dividend payable out of earnings or surplus legally available for dividends, the holders of preferred shares shall be entitled to receive without payment of any additional consideration a sum equal to the amount of such assets as would have been payable to such holder as owner of that number of ordinary shares receivable by exercise of the conversion rights herein had such holder been the holder of record of such ordinary shares on the record date for such distribution, and an appropriate provision therefor shall be made a part of any such distribution (Article 33.7).




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(c)           Rights to share in any surplus in the event of liquidation:  Subject to applicable Law, in a Liquidation Event and/or a Deemed Liquidation (as defined in the Articles), the proceeds of such Liquidation Event and/or Deemed Liquidation shall be paid as follows (unless the majority of the holders of preferred shares elects otherwise): (i) the holders of preferred shares shall be entitled to receive prior to and in preference to the holders of all other Shares in the Company, for each preferred share then held, the respective Original Issue Price (adjusted for any Recapitalization Event), plus any declared and unpaid dividends thereon (the “Preference Amount”); and (ii) after the payment in full of the Preference Amount, and to the extent any assets remain legally available for distribution by the Company, the holders of ordinary shares shall be entitled to receive for each ordinary share held, an amount per share up to the Price Per Share, adjusted for any Recapitalization Event (the “Ordinary Share Preference Amount”) and (iii) after the payment in full in accordance with (i) and (ii) above, then the remaining assets legally available for distribution, if any, shall be distributed to the holders of the preferred shares (on an as-converted basis) and ordinary shares, pro-rata to the number of shares outstanding (on an as converted basis) (Article 67.1). If the funds or assets available for distribution are less than the amount needed to pay the Preference Amount, the holders of preferred shares shall be entitled to receive a pro rata portion of the amount available for distribution, based on the Preference Amount to which each preferred shareholder is entitled hereunder. If, after the payment in full of the Preference Amount, the remaining funds or assets available for distribution, if any, are less than the amount needed to pay the Ordinary Share Preference Amount, the holders of ordinary shares shall be entitled to receive a pro rata portion of the amount available for distribution, based on the Ordinary Shares Preference Amount to which each ordinary shareholder is entitled hereunder (Article 67.2).




(d)           Voting Rights:  No Shareholder shall be entitled to vote at any General Meeting (or be counted as a part of the lawful quorum thereat), unless all calls and other sums then payable by him in respect of his Shares in the Company have been paid, but this provision shall not apply to Class meetings. (Article 34.1). Any Shareholder entitled to vote may vote either personally (or, if the Shareholder is a company or other corporate entity, by a representative authorized by him in accordance with the Articles) or by proxy, or by deed of vote (Article 34.3).




(e)           Election of Directors: The Directors are elected at each Annual General Meeting by a resolution adopted by an ordinary majority; provided, however, that external Directors are elected in accordance with the Companies Law and/or any securities exchange rule applicable to the Company and the holders of preferred shares are entitled to nominate a majority of the Directors. The Directors shall serve in office until the close of the next Annual General Meeting, unless their office is vacated earlier in accordance with the provisions of applicable Law or the Articles (Article 46.3.1). The General Meeting, by a resolution adopted by an ordinary majority, or the Board, upon approval of the majority of the Directors of the Company, may elect any person as a Director, to fill an office which became vacant, and also in any event in which the number of members of the Board is less than the maximum set in Article 46.1 (i.e. not less than 5 and no more than 9). Any Director elected in such manner shall serve in office until the next Annual Meeting. Notwithstanding the foregoing, if a Director is appointed by the Board as aforesaid, and the vacant office was originally occupied by a Preferred Director, then the new Director shall be elected by a resolution adopted by the remaining Preferred Directors (Article 46.3.3).




(f)           Protective Provisions for preferred shares.  So long as any of the preferred shares are outstanding and preferred shareholders hold at least 20% of the issued and outstanding shares of the Company, on an as-converted basis, or 50% of the original amount of the Convertible Loan remains outstanding, the Company will not effect any of the following actions without the consent of a majority of the preferred shareholders: amend the Articles of Association or change the Company’s share capital; alter the rights, preferences or privileges of the preferred shares; declare or pay any dividends or make any distributions on any of the Company’s shares, other than on the preferred shares; redeem any of the Company’s shares ranking junior or equal to the preferred shares, except for repurchases of shares under the Company’s stock option plans and redemption of preferred shares; authorize or issue any shares having rights and/or preferences senior to or equal with the preferred shares with respect to voting, dividends redemption or liquidation; a sale of the Company by sale of all or substantially all of the Company’s issued and outstanding shares, merger, consolidation sale of assets or otherwise; sale or transfer of all or a material part of the Company’s intellectual property assets; or voluntary dissolution or cessation of operations of the Company.




(g)           Additional Rights of preferred shares: preferred shares are convertible, at the discretion of the holder, in the ratio of one ordinary share for one preferred share (adjusted for any share split, combination or other recapitalization events); vote on an as-converted basis with ordinary shares on all matters presented at a general meeting of shareholders; and receive a preemptive right to participate in subsequent equity financings of the Company.




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(h)           Redemption Provisions:  With respect to any consolidation of issued shares into shares of larger nominal value, and with respect to any other action which may result in fractional shares, the Board of Directors of the Company may settle any difficulty which may arise with regard thereto, as it deems appropriate, including by redeeming, in the case of redeemable shares, and subject to applicable Law, such shares or fractional shares sufficient to preclude or remove fractional shareholdings (Article 8.2(c)). So long as any of the preferred shares are outstanding and the holders of the preferred shares hold at least twenty percent (20%) of the issued and outstanding shares of the Company, or fifty percent (50%) of the original amount of the Convertible Loan remains outstanding, the Company will not, without the written consent of the preferred majority, either directly or by amendment, merger, consolidation, or otherwise, redeem, purchase or otherwise acquire any of the Company’s shares ranking junior or pari passu with the preferred shares (except for: (i) repurchases of ordinary shares from participants of an ESOP or arrangements approved by the Board upon termination of employment; and (ii) redemptions of preferred shares) (Article 35.4).




(i)            Capital Calls by the Company:  The Board may, from time to time, make such calls as it may deem appropriate upon Shareholders in respect of any sum unpaid in respect of shares held by such Shareholders (Article 13.1).




(j)            Discrimination:  No provision in the Company’s Articles of Association discriminates against an existing or prospective holder of securities, as a result of such shareholder owing a substantial amount of shares.




4.             Modification of Rights of Holders of Stock




The general meeting of shareholders may adopt by an ordinary majority to increase its registered capital by the creation of new shares. Any such increase shall be in such amount and shall be divided into shares of such nominal amounts, and such shares shall confer such rights and preferences, and shall be subject to such restrictions, as such resolution of the General Meeting shall provide (Article 6.1). The rights attached to any class of issued shares, may be modified or abrogated by the Company by a resolution of the General Meeting adopted by an Ordinary Majority, provided that any modification that would directly alter the rights attached to such class shall require the consent in writing of the holders of more than fifty percent (50%) of the issued shares of such class or a resolution of a separate Class Meeting adopted by an Ordinary Majority. Unless otherwise provided by the Company’s Articles of Association, the increase of the authorized and registered number of shares of an existing class of shares, or the issuance of additional shares thereof, shall not be deemed, for purposes hereof, to alter the rights attached to the previously issued shares of such class or of any other class. When effecting an increase of the authorized and registered share capital under Article 6, or when modifying rights of shares under Article 7, the Company may provide for shares with such preferred or deferred rights or rights of redemption or other special rights and/or such restrictions, whether in regard to dividends, voting, repayment of share capital or otherwise, as may be stipulated in the adopted resolutions (Article 7).




5.            General Meetings




An annual General Meeting of the Company’s shareholders shall be held once every calendar year, within a period of no more than 15 months after the last annual General Meeting (Article 22.1). The annual meeting’s agenda shall include a discussion of the Board of Directors’ reports and the financial statements as required by law. The annual meeting shall appoint an auditor (or renew the term of appointment thereof), appoint the directors pursuant to the Company’s Articles of Association and discuss all the other matters which must be discussed at the Company’s annual general meeting, pursuant to the articles or the Law, as well as any other matter determined by the Board of Directors (Article 22.2).




Extraordinary General Meeting - the Board of Directors of the Company may convene such General Meeting and shall be required to do so upon the demand of any 2 directors or a quarter of the directors (whichever is lower) or any 1 or more shareholders holding at least 5% of the issued share capital of the Company (Article 23.2). The Board of Directors of the Company shall announce the Extraordinary General Meeting within 21 days from receipt of such demand and the date for the meeting shall be no later than 35 days from publication of such announcement (Article 23.3).




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Notice to the Company’s shareholders regarding the convening of a General Meeting shall be sent to all the shareholders listed in the Company’s shareholders’ register at least 21 days prior to the meeting and shall be published in other ways insofar as required by the law, unless a shorter period is permitted by law (provided that such period is not less than 7 days prior to the date fixed for the meeting). The accidental omission to give notice of a meeting to any member, or the non-receipt of notice sent to such member, shall not cause the cancellation of the resolution adopted at the meeting, or the cancellation of acts based on such notice (Article 25.3).




Quorum - any 2 or more shareholders present in person or by proxy or who have delivered to the Company a deed of vote indicating their manner of voting, and who hold in the aggregate at least 33.3% of the voting power of the Company shall constitute a lawful quorum (Article 27.2). If within half an hour of the time appointed for the meeting no quorum is present, the meeting if convened by the Board upon the demand of any 2 directors or a quarter of the directors (whichever is lower) or any 1 or more shareholders holding at least 5% of the issued share capital of the Company, or if convened by a demanding shareholder in accordance with the law, shall be dissolved, but in any other case, it shall be adjourned for one week, to the same day, time and place, or to such day and at such time and place as the Chairman may determine with the consent of the holders of a majority of the voting power represented at the meeting in person or by proxy or by deed of vote and voting on the question of adjournment (Article 27.3). No business shall be transacted at any adjourned meeting except business, which might lawfully have been transacted at the meeting as originally called. At such adjourned meeting, any 2 shareholders present in person or by proxy or by deed of vote, shall constitute a lawful quorum.




Subject to the restrictive provisions contained in Article 35, and to any special majority requirements mandated by law, all resolutions at any and all General Meetings, including those with respect to the matters detailed in Article 21.1, shall be adopted by an Ordinary Majority (Article 30.1). A resolution in writing, signed by all shareholders of the Company then entitled to attend and vote, shall be deemed to have been unanimously adopted (Article 31).




6.             Limitations on the rights to own securities




There are no limitations on the rights to own the Company’s securities, including the rights of non-residents or foreign shareholders to do so.




7.             Change of Control




Under the Companies Law, a merger is, generally, required to be approved by the shareholders and Board of Directors of each of the merging companies. Shareholder approval is not required if the company that will not survive is controlled by the surviving company. Additionally, the law provides some exceptions to the shareholder approval requirement in the surviving company. If the share capital of the company that will not be the surviving company is divided into different classes of shares, the approval of each class is also required, unless determined otherwise by the court. A majority of votes approving the merger shall suffice, unless the company (like in this case) was incorporated in Israel prior to the Companies Law of 1999, in which case a majority of 75% of the voting power is needed in order to approve the merger. Additionally, unless the court determines differently, a merger will not be approved if it is objected to by a majority of the shareholders present at the meeting, after excluding the shares held by the other party to the merger, by any person who holds 25% or more of the other party to the merger and by the relatives of and corporations controlled by these persons. Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of any of the parties of the merger. Also, a merger can be completed only after all approvals have been submitted to the Israeli Registrar of Companies and provided that 30 days have elapsed since shareholder approval was received and 50 days have elapsed from the time that a proposal for approval of the merger was filed with the Registrar.




The Companies Law also provides that an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser would become a holder of 25% or more of the voting power at general meetings.




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This rule does not apply if there is already another holder of 25% or more of the voting power at general meetings. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser would become a holder of more than 45% of the voting power of the company. This rule does not apply if someone else already holds 45% of the voting power of the company. An acquisition from a 25% or 45% holder, which turns the purchaser into a 25% or 45% holder respectively, does not require a tender offer. An exception to the tender offer requirement may also apply when the additional voting power is obtained by means of a private placement approved by the general meeting of shareholders. These tender offer requirements do not apply to companies whose shares are listed for trading outside of Israel if, under local law or the rules of the stock exchange on which their shares are traded, there is a limitation on the percentage of control which may be acquired or the purchaser is required to make a tender offer to the public.




Under the Companies Law, a person may not acquire shares in a public company if, after the acquisition, he will hold more than 90% of the shares or more than 90% of any class of shares of that company, unless a tender offer is made to purchase all of the shares or all of the shares of the particular class. The Companies Law also provides that as long as a shareholder in a public company holds more than 90% of the company’s shares or of a class of shares, that shareholder shall be precluded from purchasing any additional shares (an exemption exists where the shareholder held prior to and following February 2000, over 90% of any class of shares, in which case he may purchase additional shares by a tender offer that was accepted by a majority of the offerees). If a tender offer is accepted and less than 5% of the shares of the company are not tendered, and in addition, a majority of the offerees that do not have a personal interest in such offer, accepted it, all of the shares will transfer to the ownership of the purchaser. If 5% or more of the shares of the company are not tendered, the purchaser may not purchase shares in a manner which will grant him more than 90% of the shares of the company.




In addition to the foregoing, Article 35.6 of the Company’s Articles of Association provides that so long as any of the preferred shares are outstanding and the holders of the preferred shares hold at least twenty percent (20%) of the issued and outstanding shares of the Company (or fifty percent (50%) of the original amount of the Convertible Loan remains outstanding), the Company will not, without the written consent of the preferred majority, either directly or by amendment, merger, consolidation, or otherwise, effect a sale of the Company by sale of all or substantially all of the Company’s issued and outstanding shares, merger, consolidation, sale of assets or otherwise.




8.             Disclosing share ownership




The Company has no bylaw provisions governing the ownership threshold, above which shareholder ownership must be disclosed.




10C:  Material Contracts




All material contracts have been described in detail throughout this form, wherever applicable.




10D:  Exchange Controls




All exchange control restrictions imposed by the State of Israel have been removed, although there are still reporting requirements for foreign currency transactions. Legislation remains in effect, however, pursuant to which currency controls can be imposed by administrative action at any time.




Pursuant to the General Permit issued by the Israeli Controller of Foreign Currency, at the Bank of Israel (under the Currency Control Law, 1978), non-residents of Israel who purchase our ordinary shares will be able to convert any proceeds from the sale of these ordinary shares, as well as dividend and liquidation distributions, if any, into non-Israeli currency, provided that Israeli Income Tax has been paid (or withheld) on such amounts (to the extent applicable).




10E:  Taxation




The following is a summary of the material Israeli tax consequences, Israeli foreign exchange regulations and certain Israeli government programs affecting the Company.




To the extent that the discussion is based on new tax or other legislation that has not been subject to judicial or administrative interpretation, there can be no assurance that the views expressed in the discussion will be accepted by the tax or other authorities in question. The discussion is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible tax considerations.




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ISRAELI TAX CONSIDERATIONS




On January 1, 2003 a comprehensive tax reform took effect in Israel. Pursuant to the reform, resident companies are subject to Israeli tax on income accrued or derived in Israel or abroad. In addition, the concept of “controlled foreign corporation” was introduced according to which an Israeli company may become subject to Israeli taxes on certain income of a non-Israeli subsidiary if the subsidiary’s primary source of income is passive income. The tax reform also substantially changes the taxation of capital gains.




General Corporate Tax Structure




Israeli companies are generally subject to income tax on their taxable income at the rate of 27% for 2008, 26% for 2009, 25% for year 2010, and 24% for year 2011 (and shall be reduced progressively by 2016 to 18%), and are subject to capital gains tax at a rate of 25% for capital gains (other than gains deriving from the sale of listed securities) derived after January 1, 2003.




Tax benefits under the Law for the Encouragement of Capital Investments, 1959




The Law for the Encouragement of Capital Investments, 1959 (the “Investment Law”) provides certain tax and financial benefits to investment programs that have been granted such status. The Investment Law provides that a proposed capital investment in eligible facilities may, upon application to the Investment Center of the Ministry of Industry and Trade of the State of Israel, be designated as an “Approved Enterprise”. Each certificate of approval for an Approved Enterprise relates to a specific investment program delineated both by its financial scope, including its capital sources, and by its physical characteristics, e.g., the equipment to be purchased and utilized pursuant to the program. The tax benefits derived from any such certificate of approval relate only to taxable income attributable to the specific Approved Enterprise. If a company has more than one approval or only a portion of its capital investments are approved, its effective tax rate is the result of a weighted combination of the applicable rates. Income derived from activity that is not integral to the activity of the enterprise should not be divided between the different enterprises and should not enjoy tax benefits.




The principal stated objectives of the Investment Law are to promote the development of industry, the creation of jobs and the growth of exports. The Investment Center of the Ministry of Industry and Trade granted RadView an Approved Enterprise status under “Alternative Benefits Program Status”.  This status entitles the Company to a benefit period of seven years on income derived from this program as follows: (a) a full income tax exemption for the first two years and (b) a reduced income tax rate of 25% for the remaining five-year period. Depending on the level of non-Israel investments in the Company, the period for which the Company is entitled to a reduced tax rate of 25% can be extended to eight years. The period of the benefit is limited to 12 years from commencement of production or 14 years from the date of approval. As the Company has not yet reported any taxable income, the benefit period has not yet commenced.




The benefits from the Company’s approved enterprise programs are dependent upon the Company fulfilling the conditions stipulated by the Law for Encouragement of Capital Investments, 1959 and the regulations published under this law, as well as the specific criteria in the Company’s approved enterprise programs. If the Company does not comply with these conditions, the tax benefits may be canceled, and the Company may be required to refund the amount of the canceled benefits, with the addition of linkage differences and interest. As of the date of this Annual Report on Form 20-F, the Company believes it complies with these conditions.




If the Company distributes a cash dividend out of retained earnings which were tax exempt due to its approved enterprise status, the Company would have to pay a 25% corporate tax on the amount distributed, and a further 15% withholding tax would be deducted from the amounts distributed to the recipients.




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As of December 31, 2010, the Company does not have retained earnings and accordingly, no tax-exempt income. Tax-exempt income attributable to the Approved Enterprise cannot be distributed to shareholders without subjecting the Company to taxes except upon complete liquidation of the Company. If the retained tax-exempt income is distributed in a manner other than upon the complete liquidation of the Company, it would be taxed at the corporate tax rate applicable to such profits as if the Company had not elected alternative tax benefits. The Company’s board of directors does not intend to distribute any amounts of its undistributed tax-exempt income as dividends.




An amendment to the Investment Law that became effective on April 1, 2005, limits the scope of enterprises which may be approved by the Investment Center by setting criteria for the approval of a facility as an Approved Enterprise, such as provisions generally requiring that at least 25% of the Approved Enterprise’s income will be derived from export. Additionally, the amendment enacted major changes in the manner in which tax benefits are awarded so that companies no longer require Investment Center approval in order to qualify for tax benefits (although approval is required if grants are sought). Rather, a company may claim the tax benefits offered by the Investment Law directly in its tax returns, provided that its facilities meet the criteria for tax benefits set out by the amendment (a “Benefited Enterprise”). However, the Investment Law provides that terms and benefits included in any certificate of approval already granted will remain subject to the provisions of the Law as they were on the date of such approval. Therefore, the Company’s existing Approved Enterprise will generally not be subject to the provisions of the amendment.




As a result of the Amendment, tax-exempt income generated under the provisions of the new law as and when applicable will subject the Company to taxes upon distribution or liquidation and the Company may be required to record a deferred tax liability with respect to such tax-exempt income.




Income from sources other than the Approved Enterprise during the benefit period will be subject to tax at the regular corporate tax rate. Israeli companies are subject to income tax at the corporate tax rate of 24% for the 2011 tax year. On July 25, 2005, the Knesset (Israeli Parliament) passed the Law for the Amendment of the Income Tax Ordinance (No. 147), 2005, which prescribes, among others, a gradual decrease in the corporate tax rate in Israel to the following tax rates: 27% in 2008, 26% in 2009, 25% in 2010, 24% in 2011 (and shall be reduced progressively by 2016 to 18%).




Due to reported losses for tax purposes, the benefit period under the Approved Enterprise program has not yet commenced.




By virtue of this law, the Company is entitled to claim accelerated depreciation on equipment used by the Approved Enterprise during five tax years. The Company has received final approval in respect to the investment program. We cannot assure that we will receive approvals in the future for Approved or Benefited Enterprise status.




In December 2010, the "Knesset" (Israeli Parliament) passed the Law for Economic Policy for 2011 and 2012 (Amended Legislation), 2011, which prescribes, among others, amendments in the Law for the Encouragement of Capital Investments, 1959 ("the Law"). The amendment became effective as of January 1, 2011. According to the amendment, the benefit tracks in the Law were modified and a flat tax rate applies to the Company's entire preferred income. The Company will be able to opt to apply (the waiver is non-recourse) the amendment and from then on it will be subject to the amended tax rates that are: 2011 and 2011 - 15% (in development area A - 10%), 2013 and 2014 - 12.5% (in development area A - 7%) and in 2015 and thereafter - 12% (in development area A - 6%).




Tax Benefits and Grants for Research and Development




Israeli tax law allows, under certain conditions, a tax deduction in the year incurred for expenditures (including capital expenditures) in scientific research and development projects, if the expenditures are approved by the relevant Israeli government ministry, determined by the field of research, the research and development is for the promotion of the enterprise and is carried out by or on behalf of the company seeking such deduction.




In case the tax deduction, in the year research and development expenditures are incurred, is not approved by the relevant Israeli government ministry, the Company will be entitled for the tax deduction over a period of three years.




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Tax Benefits Under the Law for the Encouragement of Industry (Taxation), 1969




According to the Law for the Encouragement of Industry (Taxation), 1969, or the Industry Encouragement Law, an “Industrial Company” is a company resident in Israel that at least 90% of its income, in any tax year, determined in Israeli currency, exclusive of income from certain government loans, capital gains, interest and dividends, is derived from an “Industrial Enterprise” owned by it. An “Industrial Enterprise” is defined as an enterprise whose major activity in a given tax year is industrial production activity.




The following preferred corporate tax benefits are available to Industrial Companies, among others: (a) deduction of purchases of know-how and patents over an eight-year period for tax purposes; (b) deduction over a three-year period of expenses involved with the issuance and listing of shares on a stock exchange or on a recognized stock market outside of Israel; (c) an election under certain conditions to file a consolidated tax return with additional related Israeli Industrial Companies that satisfy conditions set forth in the law; and (d) accelerated depreciation rates on equipment and buildings.




Eligibility for the benefits under the Industry Encouragement Law is not subject to receipt of prior approval from any governmental authority.




The Company currently qualifies as an “Industrial Company” under the Law for Encouragement of Industry (Taxes), 1969 and is therefore entitled to tax benefits, mainly accelerated depreciation of machinery and equipment and deduction of expenses incurred in connection with a public offering.




Special Provisions Relating to Taxation Under Inflationary Conditions




The Income Tax Law (Inflationary Adjustments), 1985, generally referred to as the Inflationary Adjustments Law, is intended to adjust the corporate tax system to the rate of inflation, i.e., to tax profits on an inflation-adjusted basis.




Under the Inflationary Adjustments Law, results for tax purposes are measured in historical cost terms and are subject to a series of adjustments based on movements in the Israel consumer price index. We are taxed under this law. The discrepancy between the change in (1) the Israel consumer price index and (2) the exchange rate of the NIS to the U.S. dollar, each year and cumulatively, may result in a significant difference between taxable income and the income denominated in dollars as reflected in our financial statements. In addition, subject to certain limitations, depreciation of fixed assets and losses carried forward are adjusted for inflation on the basis of changes in the Israel consumer price index.




The salient features of the Inflationary Adjustments Law can be described generally as follows:




(a) A special tax adjustment for the preservation of equity whereby certain corporate assets are classified broadly into fixed (inflation immune) assets and non-fixed assets. Where a company’s equity, as defined in such law, exceeds the depreciated cost of fixed assets, a deduction from taxable income that takes into account the effect of the applicable annual rate of inflation on such excess is allowed, up to a ceiling of 70% of taxable income in any single tax year, with the unused portion permitted to be carried forward, linked to the increase in the consumer price index. If the depreciated cost of fixed assets exceeds a company’s equity, then such excess multiplied by the applicable annual rate of inflation is added to taxable income.




(b) Subject to certain limitation set forth in the Inflationary adjustments Law, depreciation deductions on fixed assets and losses carried forward are adjusted for inflation based on the increase in the Israel consumer price index.




(c) Accelerated depreciation rates on equipment and buildings.




In February 2008, the Knesset passed an amendment to the Income Tax (Inflationary Adjustment) Law, 1985, which limits the scope of the law starting in 2008 and thereafter. Beginning in 2008, the results for tax purposes are measured in nominal values, excluding certain adjustments for changes in the Consumer Price Index carried out in the period up to December 31, 2007. The amended law includes, inter alia, the elimination of the inflationary additions and deductions and the additional deduction for depreciation starting in 2008.




Capital Gains Tax on Sales of Shares




Israeli law generally imposes a capital gains tax on the sale of any capital assets by residents of Israel, as defined for Israeli tax purposes, and on the sale of assets located in Israel, including shares in Israeli companies by both residents and non-residents of Israel, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder’s country of residence provides otherwise. The law distinguishes between the real gain and the inflationary surplus. The real gain is the excess of the total capital gain over the inflationary surplus, computed on the basis of the increase in the Israel consumer price index between the date of purchase and the date of sale. This tax rate was contingent upon the shareholder not claiming a deduction for financing expenses in connection with such shares (in which case the gain will be taxed at a rate of 25%).




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As of January 1, 2006, the tax rate applicable to capital gains derived from the sale of shares, whether listed on a stock market or not, is 20% for Israeli individuals, unless such shareholder claims a deduction for financing expenses in connection with such shares, in which case the gain will generally be taxed at a rate of 25%. Additionally, if such shareholder is considered a “significant shareholder” at any time during the 12-month period preceding such sale (i.e. such shareholder holds directly or indirectly, including jointly with others, at least 10% of any means of control in the company), the tax rate will be 25%.




Israeli companies are subject to the corporate tax rate on capital gains derived from the sale of shares. However, the different tax rates will not apply to dealers in securities and shareholders.




Non-Israeli residents are exempt from Israeli capital gains tax on any gains derived from the sale of our shares, provided that such capital gains are not derived from a permanent establishment in Israel, and that such shareholders did not acquire their shares from a relative. However, non-Israeli corporations will not be entitled to such exemption, if an Israeli resident (i) has a controlling interest of 25% or more in such non-Israeli corporation, or (ii) is the beneficiary or is entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.




In some instances where our shareholders may be subject to Israeli tax on the sale of their shares, the payment of the consideration may be subject to the withholding of Israeli tax at the source.




The US-Israel Tax Treaty




Pursuant to the Convention Between the Government of the United States of America and the Government of Israel with Respect to Taxes on Income, as amended (the “United States- Israel Tax Treaty”), the sale, exchange or disposition of shares by a person who qualifies as a resident of the United States within the meaning of the United States-Israel Tax Treaty and who is entitled to claim the benefits afforded to such person by the United States- Israel Tax Treaty (a “Treaty United States Resident”) generally will not be subject to the Israeli capital gains tax unless such Treaty United States Resident holds, directly or indirectly, shares representing 10% or more of the Company’s voting power during any part of the 12- month period preceding such sale, exchange or disposition, subject to certain conditions. A sale, exchange or disposition of shares by a Treaty United States Resident who holds, directly or indirectly, shares representing 10% or more of the Company’s voting power at any time during such preceding 12-month period would be subject to such Israeli tax, to the extent applicable; however, under the United States-Israel Tax Treaty, such Treaty United States Resident would be permitted to claim a credit for such taxes against the United States federal income tax imposed with respect to such sale, exchange or disposition, subject to the limitations specified in the treaty. The United States-Israel Tax Treaty does not relate to United States state or local taxes.




Taxation of Non-Resident Holders of Shares




Non-residents of Israel are subject to income tax on income accrued or derived from sources in Israel. These sources of income include passive income such as dividends, royalties and interest, as well as non-passive income from services rendered in Israel. On distributions of dividends other than bonus shares or stock dividends, income tax is withheld at the source at the at the rate of 20% unless a different rate is provided in a treaty between Israel and the shareholder’s country of residence.




Under the U.S.-Israel Tax Treaty, the maximum tax on dividends paid to a holder of shares who is a resident of the United States is 25% or 12.5% if such U.S. resident is a corporation which holds, directly or indirectly, shares representing at least 10% or more of our issued voting power during the part of the tax year which precedes the date of payment of the dividend and during the whole of its prior tax year.  However, under the U.S.-Israel Tax Treaty and the Investments Law, dividends generated by an Approved Enterprise (or Benefiting Enterprise) are taxed at the rate of 15%.




68




Foreign Exchange Regulations




Dividends, if any, paid to the holders of the shares, and any amounts payable upon dissolution, liquidation or winding up, as well as the proceeds of any sale in Israel of the shares to an Israeli resident, may be paid in non-Israeli currency or, if paid in Israeli currency, may be converted into U.S. dollars at the rate of exchange prevailing at the time of conversion.




U.S. TAXATION




Subject to the limitations described herein, the following is a discussion of the material U.S. federal income tax consequences of the purchase, ownership and disposition of our shares to a U.S. holder. A U.S. holder is a beneficial owner of our shares who is:




· an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;




· a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any political subdivision thereof or the District of Columbia;




· an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or




· a trust (i) if a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (ii) that has in effect a valid election under applicable U.S. Treasury Regulations to be treated as a U.S. person.




A non-U.S. holder is a beneficial owner of our shares that is not a U.S. holder. Unless otherwise specifically indicated, this discussion does not consider the U.S. federal income tax consequences to a person that is a non-U.S. holder of our shares and considers only U.S. holders that will own the shares as capital assets (generally for investment).




If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds our shares, the tax treatment of the partnership and a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor as to its tax consequences.




This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), current and proposed Treasury Regulations promulgated under the Code and administrative and judicial interpretations of the Code, all as currently in effect and all of which are subject to change, possibly with retroactive effect. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular U.S. holder based on the U.S. holder’s particular circumstances. In particular, this discussion does not address the U.S. federal income tax consequences to U.S. holders who are broker-dealers or who own, directly, indirectly or constructively, 10% or more (by voting power) of our company, real estate investment trusts, regulated investment companies, grantor trusts, U.S. holders holding the shares as part of a hedging, straddle or conversion transaction, U.S. holders whose functional currency is not the U.S. dollar, insurance companies, tax-exempt organizations, financial institutions, persons that receive our shares as compensation for the performance of services, certain former citizens or long-term residents of the United States and persons subject to the alternative minimum tax, who may be subject to special rules not discussed below. Additionally, this discussion does not address the possible application of U.S. federal estate or gift taxes or any aspect of state, local or non-U.S. tax laws.




Each holder of our shares is advised to consult his or her tax advisor with respect to the specific U.S. federal, state, local and foreign income tax consequences to him or her of purchasing, holding or disposing of our shares.




69




U.S. Holders of Our Shares




Taxation of distributions on shares




Subject to the discussion below under “Tax consequences if we are a passive foreign investment company” a distribution paid by us with respect to our shares, including the amount of any non-US taxes withheld, to a U.S. holder will be treated as dividend income to the extent that the distribution does not exceed our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. Dividends that are received with respect to our shares by U.S. holders that are individuals, estates or trusts generally will be taxed at the rate applicable to long-term capital gains (currently a maximum rate of 15% for the taxable years beginning on or before December 31, 2012), provided that such dividends meet the requirements of “qualified dividend income.” Dividends that fail to meet such requirements, and dividends received by corporate U.S. holders, are taxed at ordinary income rates. No dividend received by a U.S. holder will be a qualified dividend (1) if the U.S. holder held the share with respect to which the dividend was paid for less than 61 days during the 121-day period beginning on the date that is 60 days before the ex-dividend date with respect to such dividend, excluding for this purpose, under the rules of Code section 246(c), any period during which the U.S. holder has an option to sell, is under a contractual obligation to sell, has made and not closed a short sale of, is the grantor of a deep-in-the-money or otherwise nonqualified option to buy, or has otherwise diminished its risk of loss by holding other positions with respect to, such share (or substantially identical securities); or (2) to the extent that the U.S. holder is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in property substantially similar or related to the share with respect to which the dividend is paid. If we were to be a “passive foreign investment company” (as such term is defined in the Code) for any taxable year, dividends paid on our shares in such year or in the following taxable year would not be qualified dividends. In addition, a non-corporate U.S. holder will be able to take a qualified dividend into account in determining its deductible investment interest (which is generally limited to its net investment income) only if it elects to do so; in such case the dividend will be taxed at ordinary income rates.




The amount of any distribution which exceeds the amount treated as a dividend will be treated first as a non-taxable return of capital, reducing the U.S. holder’s tax basis in its shares to the extent thereof, and then as capital gain from the deemed disposition of the shares. Corporate holders will not be allowed a deduction for dividends received in respect of the shares.




Dividends paid by us in NIS will be included in the gross income of U.S. holders at the U.S. dollar amount of the dividend (including any non-U.S. taxes withheld therefrom), based upon the spot rate of exchange in effect on the date the distribution is included in income. U.S. holders will have a tax basis in the NIS for U.S. federal income tax purposes equal to that dollar value. Any subsequent gain or loss in respect of the NIS arising from exchange rate fluctuations will generally be taxable as U.S. source ordinary income or loss.




Subject to the limitations set forth in the Code and the Treasury Regulations thereunder, U.S. holders may elect to claim as a foreign tax credit against their U.S. federal income tax liability the non-U.S. income tax withheld from dividends received in respect of the shares. The limitations on claiming a foreign tax credit include, among others, computation rules under which foreign tax credits allowable with respect to specific classes of income cannot exceed the U.S. federal income taxes otherwise payable with respect to each such class of income. In this regard, dividends paid by us generally will be foreign source “passive income” for U.S. foreign tax credit purposes. U.S. holders that do not elect to claim a foreign tax credit may instead claim a deduction for the non-U.S. income tax withheld if they itemize deductions. The rules relating to foreign tax credits are complex, and you should consult your tax advisor to determine whether and to what extent you would be entitled to this credit. A U.S. holder will be denied a foreign tax credit for non-U.S. income taxes withheld from a dividend received on the shares (i) if the U.S. holder has not held the shares for at least 16 days of the 31-day period beginning on the date which is 15 days before the ex-dividend date with respect to such dividend or (ii) to the extent the U.S. holder is under an obligation to make related payments with respect to positions in substantially similar or related property. Any days during which a U.S. holder has substantially diminished its risk of loss on the shares are not counted toward meeting the required 16-day holding period. Distributions of current or accumulated earnings and profits generally will be foreign source passive income for U.S. foreign tax credit purposes.




70




Taxation of the disposition of shares




Subject to the discussion below under “Tax consequences if we are a passive foreign investment company” upon the sale, exchange or other disposition of our shares, a U.S. holder will recognize capital gain or loss in an amount equal to the difference between the amount realized on the disposition and the U.S. holder’s tax basis in the shares. The gain or loss recognized on the disposition of the shares will be long-term capital gain or loss if the U.S. holder held the shares for more than one year at the time of the disposition (long-term capital gains are currently taxable at a maximum rate of 15% for taxable years beginning on or before December 31, 2012). Capital gain from the sale, exchange or other disposition of shares held for one year or less is short-term capital gain. Gain or loss recognized by a U.S. holder on a sale, exchange or other disposition of shares generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes.




A U.S. holder that uses the cash method of accounting calculates the U.S. dollar value of the proceeds received on the sale as of the date that the sale settles. However, a U.S. holder that uses the accrual method of accounting is required to calculate the value of the proceeds of the sale as of the trade date and may therefore realize foreign currency gain or loss. A U.S. holder may avoid realizing foreign currency gain or loss by electing to use the settlement date to determine the proceeds of sale for purposes of calculating the foreign currency gain or loss. In addition, a U.S. holder that receives foreign currency upon disposition of shares and converts the foreign currency into U.S. dollars after the settlement date or trade date (whichever date the U.S. holder is required to use to calculate the value of the proceeds of sale) will have foreign exchange gain or loss based on any appreciation or depreciation in the value of the foreign currency against the U.S. dollar, which will generally be U.S. source ordinary income of loss.




Tax consequences if we are a passive foreign investment company




We will be a passive foreign investment company, or PFIC, for a taxable year if either (1) 75% or more of our gross income in a taxable year is passive income or (2) 50% or more of the value, determined on the basis of a quarterly average, of our assets in the taxable year produce, or are held for the production of, passive income. If we own (directly or indirectly) at least 25% by value of the stock of another corporation, we will be treated for purposes of the foregoing tests as owning our proportionate share of the other corporation’s assets and as directly earning our proportionate share of the other corporation’s income. Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions.




We believe that we were not a PFIC for our 2010 taxable year. Our status in the current and future taxable years will depend on our assets and income in those years. We have no reason to believe that our assets or income will change in a manner that would cause us to be classified as a PFIC. However, since the determination of whether we are a PFIC is based upon such factual matters as the valuation of our assets (which may depend upon our market capitalization, which is subject to fluctuation) and, in certain cases, the assets of companies held by us, there can be no assurance that we will not become a PFIC. If we were a PFIC, and you are a U.S. holder, you generally would be subject to imputed interest charges and other disadvantageous tax treatment with respect to any gain from the sale or exchange of, and certain distributions with respect to, your shares (including the denial of the taxation of such distributions and gains at the lower rates applicable to long-term capital gains as discussed above under “Taxation of distributions on shares” and “Taxation of the disposition of shares”).




If we were a PFIC, you could make certain elections that may alleviate certain tax consequences referred to above, and one of these elections may be made retroactively if certain conditions are satisfied. It is expected that the conditions necessary for making certain of such elections will apply in the case of our shares. Neither the Company nor its advisors have the duty to or will undertake to inform U.S. Shareholders of changes in circumstances that would cause the Company to become a PFIC.  The Company does not currently intend to take the action necessary for a U.S. Shareholder to make a “qualified electing fund” election in the event the Company is determined to be a PFIC.




U.S. holders are urged to consult their tax advisors regarding the application of the PFIC rules, including eligibility for and the manner and advisability of making certain elections with respect to our PFIC status.




71




Information reporting and backup withholding




A U.S. holder generally is subject to information reporting and may be subject to backup withholding at a rate of 28% with respect to dividend payments made with respect to, and proceeds from the disposition of, the shares. Backup withholding will not apply with respect to payments made to exempt recipients, including corporations, or if a U.S. holder provides a correct taxpayer identification number, certifies that such holder is not subject to backup withholding or otherwise establishes an exemption. Backup withholding is not an additional tax. It may be claimed as a credit against the U.S. federal income tax liability of a U.S. holder or the U.S. holder may be eligible for a refund of any excess amounts withheld under the backup withholding rules provided, in either case, that the required information is furnished to the Internal Revenue Service.




Non-U.S. Holders of Shares




Except as provided below, a non-U.S. holder of shares will not be subject to U.S. federal income or withholding tax,  tax on the receipt of dividends on, and the proceeds from the disposition of, a share, unless that item is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States and, in the case of a resident of a country which has an income tax treaty with the United States, that item is attributable to a permanent establishment in the United States or, in the case of an individual, a fixed place of business in the United States. In addition, gain recognized by an individual non-U.S. holder on the disposition of the shares will be subject to tax in the United States if such non-U.S. holder is present in the United States for 183 days or more in the taxable year of the sale and other conditions are met.




Non-U.S. holders are generally not subject to information reporting or backup withholding with respect to the payment of dividends on, or proceeds from the disposition of shares, provided that the non-U.S. holder provides its taxpayer identification number, certifies to its foreign status or otherwise establishes an exemption.




10F:  Dividends and Paying Agents




Not applicable.




10G:  Statement by Experts




Not applicable.




10H:  Documents on Display




The documents concerning the Company that are referred to in the form may be inspected at the Company’s office in Israel.




10I:  Subsidiary Information




For information relating to the Company’s subsidiaries, see "Item 4: Organizational Structure" as well as the Company’s Consolidated Financial Statements (Item 18 of this form).




Item11. Quantitative and Qualitative Disclosure about Market Risk




We do not use derivative financial instruments in our investing portfolio. We place our investments in instruments that meet high credit quality standards such as money market funds, government securities, and commercial paper. We limit the amount of credit exposure to any one issuer. We do not expect any material loss with respect to our investment portfolio.




Currency Exchange Rate Risk Management




We conduct business in various foreign currencies, primarily in Europe and the Israel. As a result, we are exposed to the effect of foreign currency exchange rate fluctuations on the U.S. dollar value of foreign currency-denominated revenues and expenses. We do not use foreign exchange forward contracts to hedge our foreign currency denominated receivables. Looking forward, there can be no assurance that changes in foreign currency rates, relative to the U.S. dollar, will not materially adversely affect our consolidated results.




72




Credit Risk Management




Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, restricted cash and accounts receivables.




Cash, cash equivalents and restricted cash are invested mainly in U.S. dollars with major banks in Israel and the United States. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments.




Accounts receivable are derived from sales to customers located in the United States, Europe, Israel and APAC. The Company performs on-going credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is maintained with respect to those amounts that the Company has determined to be doubtful of collection.




The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.




Item12: Description of Securities Other than Equity Securities




Not applicable.




PART II




Item13: Defaults, Dividend Arrearages and Delinquencies




Not applicable.




Item14: Material Modifications to the Rights of Security Holders and Use of Proceeds




Not applicable.




Item15: Controls and Procedures




Evaluation of Controls and Procedures




(a)  Disclosure controls and procedures




As of December 31, 2010, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) was performed as of the end of the period covered by this report.  Based on that evaluation, our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report at the reasonable level of assurance (see paragraph (d) below).




73




(b) Management's Annual Report on Internal Control Over Financial Reporting.




Our management, under the supervision of our principal executive officer and principal financial officer , is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our principal executive officer and principal financial officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, they used the criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our principal executive officer and principal financial officer have concluded that, as of December 31, 2010, our internal control over financial reporting is effective based on those criteria. Notwithstanding the foregoing, all internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.




(c)  Change in Internal Control over Financial Reporting




There were no changes in the Company’s internal controls over financial reporting that occurred during the fiscal year ended December 31, 2010, that have materially affected or are reasonably likely to materially affect these controls.




(d)  Other




The Company believes that a control system, no matter how well designed and operated, can not provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the Company have been determined.  Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our disclosure controls and procedures are designed to provide such reasonable assurances of achieving our desired control objectives, and our principal executive officer and principal financial officer have concluded, as of December 31, 2010, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.




Item16:  [Reserved]




Item16A:  Audit Committee Financial Expert




The Audit Committee currently consists of Hadas Gazit, Amir Livne and Amira Paz.
  The Board of Directors has determined that Hadas Gazit and Amira Paz are “Audit Committee financial experts” as that term is defined in Item 16A of Form 20-F. Hadas Gazit meets the applicable independence standards of NASDAQ.


Item16B:  Code of Ethics




The Company has adopted a code of ethics and business conduct (the “Code of Ethics”) which applies to its principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. A copy of the Code of Ethics was attached as an Exhibit to the Annual Report on Form 20-F for year 2006. Written copies are available upon written request to the Company at its address in Israel. We will disclose any amendments or waivers to the Code of Ethics that apply to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions.




74




Item16C:  Principal Accountant Fees and Services




The Company’s consolidated financial statements at December 31, 2010 have been audited by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global. The following table presents the aggregate fees for professional audit services and other services rendered by the Company’s independent auditors, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, in 2009 and 2010.




Year Ended December 31,2009


2010Audit Fees

$
41,000


$
43,000Audit Related Fees

$
8,000


$
7,000Tax Fees

$
1,500


$
1,400All Other Fees

$
50,500


$
51,400




Audit Fees




Audit Fees consist of fees billed for the annual audit of the Company’s annual consolidated financial statements included in the Company’s Annual Report on Form 20-F for years 2008 forwards.




Audit Related Fees




Audit Related Fees include fees billed for other audit services, which are those services that only the external auditor reasonably can provide, and include the review of documents filed with the SEC.




Tax Fees




Tax Fees include fees billed for tax compliance services, including the preparation of tax returns and claims for refund and tax consultations.




All Other Fees




All Other Fees include fees billed for assistance with tax examinations by Israeli income tax authorities.




Pre-Approval Policy




The Audit Committee is required to approve in advance any audit or permissible non-audit services performed by the Company’s independent auditors, the fees to be paid for those services and the time period over which those services are to be provided. On an annual basis, the independent auditors present a listing of all services they expect to perform for the Company in the ensuing one-year period, including fee estimates, in sufficient detail to enable the Audit Committee to perform an independence review of each proposed service. The pre-approval policies and procedures established by the Audit Committee require that the Audit Committee meet with the independent auditor and financial management prior to the audit to review planning and staffing, the scope of the proposed audit for the current year, the audit procedures to be utilized, and the proposed fees. With respect to any additional services proposed to be performed by the independent auditors during the year, management will evaluate the impact on the independent accountant’s independence and obtain Audit Committee approval for such service. During 2009 and 2010, 100% of the audit, audit-related and tax fees were pre-approved by the Audit Committee.




75




Item16 D:  Exemptions from the Listing Standards for Audit Committees




Not applicable.




Item16E:  Purchases of Equity Securities by the Issuer and Affiliated Purchasers




Not applicable.




Item16F:  Change in Registrant’s Certifying Accountant




Not applicable.




Item 16G:  Corporate Governance




Not applicable.




PARTIII




Item17: Financial Statements




See item 18.




Item18: Financial Statements




The following financial statements are filed as part of this Annual Report:




76





RADVIEW SOFTWARE, LTD. AND ITS SUBSIDIARIES


CONSOLIDATED FINANCIAL STATEMENTS
  AS OF DECEMBER 31, 2010
  IN U.S. DOLLARS
  INDEX
  PageReport of Independent Registered Public Accounting Firm
F-2Consolidated Balance Sheets
F-3 - F-4Consolidated Statements of Operations
F-5Statements of Shareholders' Deficit
F-6Consolidated Statements of Cash Flows
F-7Notes to Consolidated Financial Statements
F-8 - F-36
  
  
 
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and Shareholders of
 
 RadView Software Ltd.
  We have audited the accompanying consolidated balance sheets of RadView Software Ltd. and its subsidiaries (the "Company") as of December 31, 2009 and 2010, and the related consolidated statements of operations, shareholders' deficit and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of RadView Software Ltd. and its subsidiaries as of December 31, 2009 and 2010, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.
 
 Tel-Aviv, Israel
KOST FORER GABBAY & KASIERERJune 30,  2011
A Member of Ernst & Young Global
 
 F - 2
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 U.S. dollars in thousands (except share data)
 
 
 December 31,Note


2009


2010ASSETSCURRENT ASSETS:Cash and cash equivalents




$
207


$
404Restricted cash





25



25Accounts receivable (net of allowance for doubtful accounts of $ 43 as

of December 31, 2009 and $ 0 as of December 31, 2010)





238



201Prepaid expenses and other current assets


3



99



91Total current assets






569



721LONG-TERM INVESTMENTS:Severance pay funds






258



283Total long-term investments






258



283PROPERTY AND EQUIPMENT, NET


4



8



-Total assets





$
835


$
1,004
 
 The accompanying notes are an integral part of these consolidated financial statements.
  F - 3
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
 U.S. dollars in thousands (except share data)
  December 31,Note


2009


2010LIABILITIES AND SHAREHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable




$
324


$
290Accrued expenses and other current liabilities


5



1,354



1,257Deferred revenues






744



825Total current liabilities






2,422



2,372Warrants and bifurcated conversion feature


7



855



682Convertible loan and accrued interest


7



968



1,028Accrued severance pay






309



3362,132



2,046COMMITMENTS AND CONTINGENT LIABILITIES


6SHAREHOLDERS' DEFICIT:


8Ordinary shares, NIS 0.01 nominal value –

Authorized: 1,500,000,000 shares as of December 31, 2009 and 2010; Issued: 77,038,662 shares as of December 31, 2009 and 2010; Outstanding: 76,904,662 shares as of December 31, 2009 and 2010;






188



188Preferred A shares, NIS 0.01 nominal value -

Authorized: 225,000,000 shares as of December 31, 2009 and 2010; Issued and outstanding: 81,666,668 shares as of December 31, 2009 and 2010; Aggregate liquidation preference of $ 2,450 at December 31, 2009 and 2010.






191



191Preferred B shares, NIS 0.01 nominal value -

Authorized: 150,000,000 shares as of December 31, 2009 and 2010; Issued: None as of December 31, 2010






-



-Treasury shares, at cost: 134,000 shares as of December 31, 2009 and 2010;






(100
)


(100
)Additional paid-in capital






65,056



65,231Accumulated deficit






(69,054
)


(68,924
)Total shareholders' deficit






(3,719
)


(3,414
)Total liabilities and shareholders' deficit





$
835


$
1,004
 
 The accompanying notes are an integral part of these consolidated financial statements.
  F - 4
  RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
 U.S. dollars in thousands (except share and per share data)
 Year ended December 31,Note


2008


2009


2010Revenues:


13Software licenses





$
1,687


$
1,184


$
1,151Services and maintenance






1,754



1,245



1,266Total revenues






3,441



2,429



2,417Cost of revenues:Software licenses






89



60



57Services and maintenance






55



66



123Total cost of revenues






144



126



180Gross profit






3,297



2,303



2,237Operating expenses:Research and development, net


9



1,231



1,015



896Sales and marketing






1,057



673



637General and administrative






1,105



951



742Total operating expenses






3,393



2,639



2,275Operating loss






(96
)


(336
)


(38
)Financial income (expenses), net


10



(337
)


(1,027
)


154Taxes on income (tax benefit)


11



(77
)


62



(14
)Net income (loss)





$
(356
)

$
(1,425
)

$
130Net income (loss) attributable to preferred shareholders





$
-


$
-


$
67Net income (loss) attributed to Ordinary shareholders





$
(356
)

$
(1,425
)

$
63Basic and diluted net earnings (loss) per Ordinary share





$
(0.01
)

$
(0.02
)

$
(0.00
)Weighted average number of shares used in computing basic net earnings (loss) per Ordinary share(in thousands)






76,905



76,905



76,905Weighted average number of shares used in computing diluted net earnings (loss) per Ordinary share(in thousands)






76,905



76,905



158,571
 
 The accompanying notes are an integral part of these consolidated financial statements.
  F - 5
  RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 STATEMENTS OF SHAREHOLDERS' DEFICIT
 U.S. dollars in thousands (except share data)
  Preferred A shares


Ordinary shares


Treasury shares


Additional





TotalNumber

of shares


Value


Number

of shares


Value


Number

of shares


Value


paid-in capital


Accumulated deficit


shareholders' deficitBalance, January 1, 2008


81,666,668


$
191



77,038,662


$
188



134,000


$
(100
)

$
64,835


$
(67,221
)

$
(2,107
)Stock-based compensation


-



-



-



-



-



-



95



-



95Net loss


-



-



-



-



-



-



-



(356
)


(356
)Balance, December 31, 2008


81,666,668



191



77,038,662



188



134,000



(100
)


64,930



(67,577
)


(2,368
)-



-



-



-



-



-



177



-



177Stock-based compensationCumulative adjustment upon adoption of an amendment of ASC 815-40


-



-



-



-



-



-



(51
)


(52
)


(103
)Net loss


-



-



-



-



-



-



-



(1,425
)


(1,425
)Balance, December 31, 2009


81,666,668



191



77,038,662



188



134,000



(100
)


65,056



(69,054
)


(3,719
)Stock-based compensation


-



-



-



-



-



-



175



-



175Net income


-



-



-



-



-



-



-



130



130Balance, December 31, 2010


81,666,668


$
191



77,038,662


$
188



134,000


$
(100
)

$
65,231


$
(68,924
)

$
(3,414
)
 
 The accompanying notes are an integral part of these consolidated financial statements.
  F - 6
 
 RADVIEW SOFTWARE LTD. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 U.S. dollars in thousands (except share data)
 
 Year Ended December 31,2008


2009


2010Cash flows from operating activities:Net income (loss)

$
(356
)

$
(1,425
)

$
130Adjustments required to reconcile net income (loss) to net cash used in operating activities:Depreciation


43



27



8Stock-based compensation


95



177



175Amortization of debt discount, long-term convertible loan discount and deferred financing costs


263



149



-Accrued interest of long-term convertible loan


61



60



60Changes in fair value of instruments that are classified as liability


-



764



(173
)Severance pay, net


(11
)


(17
)


4Decrease in accounts receivable


279



134



37Decrease (increase) in prepaid expenses and other current assets


(85
)


190



25Increase (decrease) in accounts payable


(23
)


63



(34
)Decrease in accrued expenses and other current liabilities


(603
)


(93
)


(116
)Increase (decrease) in deferred revenue


(290
)


(106
)


81Restricted cash


-



1



-Net cash provided by (used in) operating activities


(627
)


(76
)


197Cash flows from investing activities:Purchases of property and equipment


(10
)


-



-Operating lease deposit


-



40



-Net cash provided by (used in) investing activities


(10
)


40



-Increase (decrease) in cash and cash equivalents


(637
)


(36
)


197Cash and cash equivalents at the beginning of the year


880



243



207Cash and cash equivalents at the end of the year

$
243


$
207


$
404
 
 The accompanying notes are an integral part of these consolidated financial statements.
  F - 7
  RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 U.S. dollars in thousands (except share data)
 
 NOTE 1:-       OPERATIONS
 
 RadView Software Ltd. ("the Company") develops, markets and supports software that enables organizations to verify the scalability, efficiency and reliability of web applications, and facilitates their rapid development.
 
 The Company has four wholly-owned subsidiaries in the United States, United Kingdom, Germany and Sweden. To date the British, German and Swedish subsidiaries are inactive. In December 2010, the Company decided to liquidate the German subsidiary.
  The Company incurred net losses of approximately $ 356 in 2008, approximately $ 1,425 in 2009 and net income of  $130 in 2010, and had an accumulated deficit of approximately $ 6,900 as of December 31, 2010 and 2009. The Company has funded these losses principally from equity and debt financing proceeds including an initial public offering in August 2000, private placements in March 2004, August 2006 and during 2007, as well as proceeds from technology license arrangements.
 
 The Company believes that it will have sufficient capital resources in order to maintain its current operations, at least through December 31, 2011. The Company bases its assessment on the expected collections from sales and based on a commitment from its controlling shareholder to support the Company by providing financing to allow the coverage of any budget deficit through the second quarter of 2012 up to an amount of $ 500. In addition, during 2010, the due date of the loan from the controlling shareholders in the amount of $ 750 was extended until August 31, 2012. In case that the above will not result in a sufficient liquidity resources the Company intends to take measures to reduce its operating costs in order to support its operations at least through December 31, 2011. Therefore, these financial statements do not include any adjustments that may be required should the Company not be able to continue as a going concern.
  NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES
 
 The Company's consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. The significant accounting policies followed in the preparation of the consolidated financial statements, applied on a consistent basis, are as follows:
 
 a.
Use of estimates:
 
 The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The most significant assumptions are employed in estimates used in determining values of tax assets and tax liabilities, stock-based compensation costs, and certain financial instruments classified as liabilities, as well as in estimates used in applying the revenue recognition policy related to separation of multiple elements. Actual results could differ from these estimates.
  F - 8
  RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
  NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
 b.
Financial statements in U.S. dollars:
 
 A substantial portion of the Company's revenues is in U.S. dollars. The Company's management believes that the U.S. dollar is the currency of the primary economic environment in which the Company and its subsidiary operate. Thus, the functional and reporting currency of the Company is the U.S. dollar.
 
 Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with ASC 830, "Foreign Currency Matters". Changes in currency exchange rates between the Company's functional currency and the currency in which a transaction is denominated are included in the Company's results of operations as financial income (expense) in the period in which the currency exchange rates change. The representative rate of exchange was U.S.$ 1.00 = NIS 3.802 at December 31, 2008 U.S.$ 1.00 = NIS 3.775 at December 31, 2009 and U.S.$ 1.00 = NIS 3.549 at December 31, 2010.
  c.
Principles of consolidation:
 
 The consolidated financial statements include the accounts of RadView Software Ltd. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.
  d.
Cash equivalents and restricted cash:
 
 Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less. Restricted cash is invested in a short-term bank deposit, which is used as security for Company's guarantee for leased facilities. The deposit is in NIS and bears interest at an average rate of 0.6%.
 
 F - 9
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 U.S. dollars in thousands (except share data)
 
 NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
 e.
Allowance for doubtful accounts:
 
 The Company provides an allowance for doubtful accounts against its accounts receivable. The reserve is computed for specific accounts, the collectability of which is doubtful based upon the Company's experience. A summary of the allowance for doubtful accounts is as follows:
 
 Year ended December 31,2008


2009


2010Balance at the beginning of year

$
46


$
89


$
43Provision


43



12



-Write-offs


-



(58
)


(43
)Balance at the end of year

$
89


$
43


$
-
  f.
Property and equipment:
 
 Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the assets as follows:
 
 Estimated useful life(In years)Computers and equipment


3Office furniture and equipment

3 to 6Leasehold improvements

Over the shorter of the term of the lease or the life of the asset
  g.
Impairment of long-lived assets:
 
 The Company's long-lived assets are reviewed in accordance with ASC 360-10-35, "Property, Plant, and equipment- Subsequent Measurement", whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During 2008, 2009 and 2010, no impairment losses have been identified.
 
 F - 10
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 2:-       SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
 As required by ASC 820, "Fair Value Measurements", the Company applies assumptions that marketplace participants would consider in determining the fair value of long-lived assets (or asset groups).
  h.
Severance pay:
 
 In accordance with Israel's Severance Pay Law, the Company is required to make severance payments to Israeli employees upon their termination of employment. The amount of such severance payments is based on the most recent monthly salary multiplied by the number of years of employment as of the balance sheet date. The Company has accrued for the estimated total cost of severance pay as computed as of the balance sheet date. Severance expense totaled $ 100 in 2008, $ 27 in 2009 and $ 45 in 2010.
 
 The Company has partially funded its severance pay obligations by monthly deposits for insurance policies. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israel's Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash surrendered value of these policies and is presented as an asset in the consolidated balance sheets.
  i.
Revenue recognition:
 
 The Company generates revenues mainly from licensing the rights to use its software products. The Company also generates revenues from support and maintenance services and, to a lesser extent, from training. The Company sells its products primarily through its direct sales force and, to a lesser extent, through resellers and distributors considered as end-users.
 
 The Company recognizes revenue in accordance with Statement of Position ASC 985-605 "Software Revenue Recognition". Under ASC 985-605, revenues from software product licenses are recognized upon delivery of the software provided there is persuasive evidence of an agreement, the fee is fixed or determinable and collection of the related receivable is probable and no further obligations exist. Revenues under multiple-element arrangements, which may include software licenses, support and maintenance and training, are allocated to each element based on their respective fair values based on vendor-specific objective evidence. This objective evidence represents the price of products and services when sold separately. When vendor-specific objective evidence of fair value exists for undelivered elements but does not exist for delivered elements of a software arrangement, the Company uses the residual method for recognition of revenues, when all other revenue recognition criteria are met.
 
 F - 11
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 2:-       SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
 Under the residual method, the Company defers revenues related to the undelivered elements based on their vendor specific objective evidence of fair value and recognizes the remaining arrangement fee for the delivered elements. When vendor-specific objective evidence of fair value for undelivered elements does not exist, and the only undelivered element is services, revenues from the entire arrangement are recognized over the term of the service agreement.
 
 Revenues from support and maintenance agreements are recognized ratably over the support or maintenance period, which is typically one year.
 
 The Company generally does not grant a right of return to its customers. When a right of return exists, revenue is deferred until the right of return expires, at which time revenue is recognized provided that all other revenue recognition criteria are met.
 
 Revenue is recognized for software licenses sold to resellers or distributors at the time of delivery, provided that all revenue recognition criteria set forth in ASC 985-605 are fulfilled.
 
 Amounts collected or billed prior to satisfying the above revenue recognition criteria were recorded as deferred revenue. Deferred revenue primarily represents deferred maintenance revenue.
  j.
Research and development costs:
 
 The Company has evaluated the establishment of technological feasibility of its products in accordance with ASC 985-20 "Software- Costs of Software to Be Sold, Leased, or Marketed". The Company sells products in a market that is subject to rapid technological change, new product development and changing customer needs. Accordingly, the Company has concluded that technological feasibility is not established until the development stage of the product is nearly complete. The Company defines technological feasibility as the completion of a working model. The time period during which costs could be capitalized from the point of reaching technological feasibility until the time of general product release is very short. Consequently, the amounts that could be capitalized are not material to the Company's financial position or results of operations. Therefore, the Company has charged all such costs to research and development expense in the period incurred.
  k.
Advertising expenses:
 
 Advertising expenses are charged to the consolidated statements of operations as they are incurred. Advertising expenses totaled $ 30 in 2008, $ 10 in 2009 and $ 11 in 2010.
 
 F - 12
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 2:-       SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
 l.
Royalty - bearing grants:
 
 Royalty- bearing grants from the Government of Israel for funding approved research and development projects (mainly from the Israeli Chief Scientist's Office ("OCS")) are recognized as a deduction from research and development expenses at the time the Company is entitled to such grants on the basis of the research and development costs incurred. The grants are not to be repaid, but instead the Company is obliged to pay royalties as a percentage of future sales if and when sales from the funded projects are generated up to the amount of the grants linked to the CPI plus interest. Since the payment of royalties is not probable when the grants are received, the Company records a liability in the amount of the estimated royalties for each individual contract, when the related revenues are recognized, as part of cost of revenues.
 
 Research and development grants received or accrued by the Company in 2008, were approximately $ 192. No grants were received or accrued in 2009 and 2010. See Note 6.
  m.
Income taxes:
 
 The Company accounts for income taxes in accordance with ASC 740-10, "Income Taxes" ("ASC 740") and FASB Interpretation, or FIN, No. 48, "Accounting for Uncertainty in Income Taxes" - An Interpretation of ASC 740, or ASC 740-10. ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and its subsidiaries provide a valuation allowance to reduce deferred tax assets to their estimated realizable value. ASC 740-10 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise's financial statements in accordance with ASC 740.
 
 The Company utilizes a two-step approach for recognition and measurement of uncertain tax positions, as required by an amendment to ASC 740-10 (originally issued as "ASC 740-10"). In the first step, the Company evaluates the tax position taken or expected to be taken in a tax return for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. In the second step, the Company measures the tax benefit as the largest amount which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. See also Note 11.
 
 F - 13
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 2:-       SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
 n.
Stock-based compensation:
 
 The Company accounts for stock-based compensation in accordance with ASC 718 "Compensation- Stock compensation". ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated income statements.
 
 The Company recognizes compensation expenses for the value of its awards granted based on the straight line method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on actual historical pre-vesting forfeitures.
  The Copany selected the Black-Scholes-Merton option pricing model as the most appropriate fair value method for its stock-options awards and values restricted stock based on the market value of the underlying shares at the date of grant. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term.
 
 The computation of expected volatility is based on realized historical stock price volatility of the Company. The interest rate for period within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The options expected life represent the period the Company's stock options expected to be outstanding and was determined based on the Simplified Method permitted by SAB 107 and extended by SAB 110 by the average of the vesting period and the contractual term. The Company currently using the simplified method as there no adequate historical experience available to provide other reasonable estimate. The Company adopted SAB 110 effective January 1, 2008.
 
 The fair value for options granted in 2008, 2009 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following weighted average assumptions. No options were granted during 2010.
  F - 14
  RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 2:-       SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
 Year ended

December 31,2008


2009


2010Expected life of option

3.6 years


4.1 years



-Dividend yield


0%



0%



-Expected volatility


109%



269%



-Risk-free interest rate


4.7%



1.5%



-
 
 Share based payments are expensed on a straight-line basis.
  o.
Fair value of financial instruments:
 
 The following methods and assumptions were used by the Company and its subsidiaries in estimating their fair value disclosures for financial instruments:
 
 The carrying amounts of cash and cash equivalents, other accounts receivable, trade payables and other accounts payable approximate their fair value due to the short-term maturity of such instruments.
 
 The fair value of Derivatives that are classified as liability in the amount of $ 682 are based in accordance with Level 3 as described below. See also Note 7.
 
 The changes in Level 3 liabilities measured at fair value on a recurring basis are summarized as follows:
  Fair value of

Warrants and

bifurcated conversion featureBalance December 31, 2009


855Net change in fair value of warrants and conversion feature


(173
)Balance December 31, 2010


682
 
 The Company adopted the provision of ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820") on January 1, 2008. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and employs assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.
 
 F - 15
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 2:-       SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
 ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:
 
 Level 1 -
quoted prices in active markets for identical assets or liabilities;
 Level 2 -
inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
 
 Level 3 -
unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
  p.
Basic and diluted net income/loss per share:
 
 Basic net income/loss per share is calculated based on the weighted average number of Ordinary shares outstanding during each year. Diluted net income/loss per share is calculated based on the weighted average number of Ordinary shares outstanding during each year, plus dilutive potential in accordance with ASC 260, "Earnings per Share."
 
 All outstanding stock options have been excluded from the calculation of the diluted net loss per share because all such securities are anti-dilutive for for the years ended December 31, 2008 and 2009. For the year ended December 31, 2010 the outstading stock options had no material dilution effect on the net income per share which amounted to zero.The total number of shares related to outstanding options of diluted net income/ loss per share was 10,660,772, 19,292,872 and 18,993,972  for the years ended December 31, 2008, 2009 and 2010, respectively.
  q.
Concentrations of credit risk:
 
 Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, deposit, restricted cash, and accounts receivable.
 
 Cash and cash equivalents, deposit and restricted cash are invested mainly in U.S. dollars with major banks in Israel and the United States. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk.
  F - 16
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 2:-       SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
 Accounts receivable are derived from sales to customers located in the United States, Europe, Israel and APAC. The Company performs on-going credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is maintained with respect to those amounts that the Company has determined to be doubtful of collection.
 
 The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.
 
 There were no major customers in 2008, 2009 or 2010.
  r.
Derivative Instruments:
 
 Effective January 2009, the Company adopted the amendment to ASC 815-40, "Contracts in Entity's Own Equity" (formerly issued as EITF 07-5, "Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock"). ASC 815-40 changed the manner of determining  whether a freestanding instrument or embedded feature is indexed to the reporting company's own stock. The adoption of ASC 815-40's requirements affects issuers' accounting for warrants and convertible instruments with provisions that protect holders from declines in the stock price ("Down-Round" provisions). Warrants with such provisions are no longer recorded in equity, and convertible instruments with such provisions require "bifurcation" with the conversion option separately accounted for as a derivative under ASC 815, "Derivatives and Hedging" (formerly FAS 133, "Accounting for Derivative Instruments and Hedging Activities"). As a result of ASC 815-40, effective January 1, 2009, and due to the Down-Round protection of some of the Company's warrants and convertible debt, certain previously granted warrants were reclassified from shareholders' equity to liability and marked to market at each reporting date. In addition, the conversion embedded feature of the convertible debt was bifurcated and accounted as a derivative under ASC 815, marked to market at each reporting date.The cumulative effect on the accounting for the conversion feature of the Debentures and the related warrants at January 1, 2009 was $ 103.
  s.
Treasury Shares:
  RadView's shares held by the Company are presented at cost and deducted from shareholders' equity.
  F - 17
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 2:-       SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
 t.
Impact of recently issued accounting standards:
 
 1.
In October 2009, the FASB issued an update to ASC No. 985-605, "Software-Revenue Recognition" (originally issued as EITF 09-3). In accordance with the update to the ASC, tangible products containing software components and non-software components that function together to deliver the tangible product's essential functionality are excluded from the scope of the software revenue recognition guidance. In addition, hardware components of a tangible product containing software component are always excluded from the software revenue guidance. The mandatory adoption is from January 1, 2011. The Company may elect to adopt the update prospectively, to new or materially modified arrangements beginning on the adoption date, or retrospectively, for all periods presented.



The Company is currently evaluating the impact of this update on its consolidated results of operations and financial condition.
  2.
In January 2010, the FASB updated the guidance ASC Topic 820 related to "Fair Value Measurements Disclosures". More specifically, this update requires (a) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (b) information about purchases, sales, issuances and settlements to be presented separately (i.e. present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). This update clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value, and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. The adoption of this new guidance did not have a material impact on the Company's financial statements.
 
 3.
In June 2011, the FASB issued the guidance for ASC 2011-05 "Changes the presentation of comprehensive income". According to ASC 2011-05, Companies will have two choices of how to present items of net income, items of other comprehensive income ("OCI") and total comprehensive income. Companies can create one continuous statement of comprehensive income or two separate consecutive statements. Companies will no longer have a third choice to present OCI in the statement of stockholders’ equity.



The effective date for public companies is fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is currently evaluating the impact on its consolidated financial statements.
  u.
Reclassification:



Certain prior period amounts have been reclassified to conform to the current year's presentation.
 F - 18
  RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 3:-
PREPAID EXPENSES AND OTHER CURRENT ASSETS
 
 December 312009


2010Government authorities

$
34


$
29Prepaid expenses


46



26Other receivables


19



36$
99


$
91
  NOTE 4:
PROPERTY AND EQUIPMENT, NET
 
 December 312009


2010Cost:Computers and equipment

$
3,683


$
3,683Office furniture and equipment


222



222Leasehold improvements


202



2024,107



4,107Less – accumulated depreciation


4,099



4,107$
8


$
-
 
 Depreciation expenses were $ 43 in 2008, $ 27 in 2009 and $ 8 in 2010.
  NOTE 5:-
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
  December 312009


2010Employee compensation and related accruals

$
152


$
132Professional fees


127



100Government authorities and Tax


787



784Royalties to OCS


156



73Other accrued expenses


132



168$
1,354


$
1,257
  F - 19
  RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 6:        COMMITMENTS AND CONTINGENT LIABILITIES
  a.
Lease obligations
  The Company operates primarily from leased facilities. Lease agreement expires through December, 2011. Annual minimum future rental payments due under the lease agreements as of December 31, 2010 are approximately as follows:
 
 For the year ending December 31,

Amount2011

$
42
 
 Rent expense, net of sublease income was $ 110 in 2008, $ 59 in 2009 and $ 59 in 2010.
  b.
Royalties
 
 1.
In May 2005, the Company entered into a distribution agreement with another third party to re-brand, market and distribute certain software products of a third party also under the Company's private label name of WebLOAD Analyzer. The Company is required to pay royalties to the third party based on the Company's selling price for end-user revenues from the WebLOAD Analyzer product.
 
 No royalties were incurred in 2008, 2009 and 2010.
 
 2.
The Company participated in programs sponsored by the Israeli Government for the support of research and development activities. The Company is obligated to pay royalties to the Office of the Chief Scientist of Israel's Ministry of Industry, Trade and Labor ("the OCS") amounting to 3%-4.5% of the sales of the products and other related revenues generated from such activities sponsored, up to 100% of the grants received, linked to the U.S. dollar and bear interest at the rate of LIBOR (as of December 31, 2010 - 0.8%). Total amount of grants received or accrued, net of royalties paid or accrued, as of December 31, 2010, is approximately $ 416.
 
 As of December 31, 2009 and 2010, the Company has a remaining obligation to pay royalties in the amount of approximately $ 156 and $ 177, respectively, in respect of these grants.
  c.
Legal proceeding:



In April 2010, a former employee commenced a proceeding for severance and salary payments and certain other claims in the amount of $ 38, in connection with the period of employment with the Company. The Company denies all claims and any liability made by the former employee. Based on management estimation and the opinion of its legal counsel, an appropriate provision was recorded with respect to this claim.
  F - 20
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 6:         COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
 
 d.
Liens:
 
 The Company granted to lenders a first and second security priority lien on all of its assets including intellectual property and accounts receivable.
  NOTE 7:-
DERIVATIVE INSTRUMENTS
 
 In 2006, the Company signed a Share Purchase Agreement (the "agreement") with certain investors and received $ 1,500 comprised of $ 750 against the issuance of 25,000,000 convertible Preferred A shares, representing a price per share of $ 0.03, and $ 750 as a convertible loan.
 
 The Investors also received warrants to purchase 18,750,000 Preferred B shares, additional investment rights exercisable at the option of the Investors, to purchase up to an additional $ 2,250 of Preferred A shares at a price of $ 0.03 per share for a period of 18 months after the closing of the initial investment ("Additional Investment Rights") and an additional right to receive warrants for up to 56,250,000 Preferred B shares with respect to the exercise of Additional Investment Rights, each at an exercise price of $ 0.04 per share, exercisable for a period of five years from date of issuance. In 2006 and 2007, the investors exercised additional investment rights in a total amount of $ 1,700 in consideration for the issuance of 56,666,668 additional Preferred A shares and 42,500,000 warrants to purchase Preferred B shares.
  The convertible loan bears interest of 8.0% per annum. The convertible loan plus any accrued interest thereon is convertible into Preferred shares at a conversion price of $ 0.03 per share, at the election of the Investors. The Conversion Price shall be subject to adjustment for any bonus share issues, share splits, combinations and similar events and pursuant to the anti–dilution provisions as set forth in the Company’s Articles of Association. The convertible loan was due to matured three years from the closing date and, if not converted by such date, become due and payable 30 days thereafter. During 2009 and 2010, the due date of the convertible loan was re-extended and is currently set to August 31, 2012. The Company accounted for the extension agreement in accordance with ASC 470-50-40 (formerly EITF 96-19) as a non-substantive modification.
 
 The consideration of $ 1,500 was allocated based on the relative fair value of the convertible Preferred A shares, convertible loan, the warrants and the Additional Investment Right in accordance with ASC 470-20, "Debt with conversion and other options". The total amount of the discount on the convertible loan and the beneficial conversion feature (BCF) calculated based on the guidance in ASC 470-20, amounting to $ 750 (232- BCF and 518 related to the warrants and additional investment rights), was amortized as interest expenses over the term of the convertible loan and as of December 31, 2009 it was fully amortized.
 
 F - 21
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 7:-
DERIVATIVE INSTRUMENTS (Cont.)
  Pursuant to an evaluation of the terms of the Share Purchase Agreement under the provisions of ASC 815-40, "Determining Whether an Instrument (or Embedded Feature), Is Indexed to an Entity's Own Stock", the Company has classified all above derivative financial instruments issued in connection with the private placement as equity.
 
 Effective January 1, 2009, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion feature embedded in the loan, and  warrants issued by the Company, do not have fixed settlement provisions because their conversion and exercise prices, respectively, may be lowered if the Company issues securities at lower prices in the future. The Company was required to include the reset provisions in order to protect the holders of the loan from the potential dilution associated with future financings. In accordance with the FASB authoritative guidance, the conversion feature of the Notes was separated from the host contract (i.e., the loan) and recognized as a derivative instrument. Both the conversion feature of the loan and the warrants have been characterized as derivative liabilities to be marked to market at the end of every reporting period with the change in value reported in the statement of operations.
 
 As of January 1, 2009, the holders of warrants for 61,250,000 Preferred B shares and the holders of the convertible loan are entitled to certain anti-dilution protection which according to ASC 815-40 results in a liability presentation and is marked to fair value. As of December 31, 2010 these derivative measured to be $ 682. See also Note 2r and 8.
  F - 22
  RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 7:-       DERIVATIVE INSTRUMENTS (Cont.)
 
 The derivative liabilities were valued using a lattice valuation technique (Monte Carlo Simulation) with the following assumptions:
 
 December 31,2009


2010Conversion feature:Risk-free interest rate


0.47%-1.14%



0.12%-1.02%Expected volatility


100%



105%Expected life (in years)


1.66



1.66Expected dividend yield


0



0Warrants:Risk-free interest rate


0.47%-1.7%



0.12%-1.02%Expected volatility


100%



105%Expected life (in years)


2.33



1.33Expected dividend yield


0



0Fair Value:Conversion feature


264



288Warrants


591



394
 
 (1)
Risk Free Interest Rate - based on yields of the US Government Treasury Bonds with different periods to maturity (according to different projection periods).
 
 (2)
Expected Volatility- Since the Company has different classes of shares and its Preferred Shares are not publicly traded, the Company used the volatility of comparable publicly traded companies.
 
 (3)
Expected life- the expected life of the conversion feature of the loan was based on the term of the loan and the expected life of the warrants was determined by the expiration date of the warrants.
 
 (4)
Expected dividend yield- was based on the fact that the Company has not paid dividends to common shareholders in the past and does not expect to pay dividends to common shareholders in the future.
 
 (5)
Anti-dilution Adjustment- the anti-dilution protection of the holders of Preferred Shares ceased to be effective as of March 2009. Based on the Management's estimation, no anti-dilution adjustments would take place.
 
 F - 23
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 8:-
SHAREHOLDERS' DEFICIT
 
 a.
Composed of shares of NIS 0.01 nominal value each, as follows:
 
 December 31,2010


2009Authorized

Issued and outstanding


Authorized


Issued and outstandingNumber of sharesOrdinary Shares


1,500,000,000



76,904,662



1,500,000,000



76,904,662Preferred A


225,000,000



81,666,668



225,000,000



81,666,668Preferred B


150,000,000



-



150,000,000



-1,875,000,000



158,571,330



1,875,000,000



158,571,330
  a.
Authorized Ordinary shares:
 
 Ordinary shares confer upon their holders voting rights, the right to receive dividends or bonus shares, if declared, and the right to share in the excess assets upon liquidation of the Company after the Preferred A and B shares.
  b.
Authorized Preferred shares:
 
 Preferred shares confer upon their holders voting rights on an as-converted basis with Ordinary shares on all matters presented at a general meeting of shareholders, priority preference upon liquidation; and protective rights over significant corporate actions, such as approval of mergers, voluntary liquidation or dissolution, declaration of dividends, amendments to the articles of association, sale or transfer of all or a material part of the intellectual property assets, and issuance of securities with equal or superior rights.
  c.
Conversion rights:
 
 Each Preferred share is convertible into one of the Company's Ordinary shares, subject to adjustment for anti-dilution events. Each Preferred share receives the same voting rights as Ordinary shares, except that the Preferred shares have approval rights over specified actions. Each Preferred share is entitled to a preference in liquidation over Ordinary shares.
 
 d.
Treasury shares:



As of December 31, 2010, the Company holds 134,000 of its Ordinary shares as treasury shares at an aggregate cost of approximately $ 100. The Company has no dividend or voting rights associated with its treasury shares.
  F - 24
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 8:-
SHAREHOLDERS' DEFICIT (Cont.)
 
 e.
Dividends:
 
 The Company has never paid cash dividends to shareholders.
 
 f.
Warrants to Preferred shares:
 
 In 2004, the Company granted to certain investors, as part of a share purchase agreement, four series of Warrants which expired as of December 31, 2009.
 
 As of January 1, 2009 there were 1,333,332 outstanding warrants with an exercise price of $ 0.98. These warrants contained a price adjustment mechanism which according to ASC 815-40 result in a liability presentation marked to fair value at each reporting date. These warrants expired during 2009. See also Note 2r.
 
 The following table summarizes information regarding outstanding warrants to purchase Preferred and Ordinary shares of the Company issued as of December 31, 2010:
 
 Issuance date

Number of

warrants

Class of

Shares

Exercise

price per

warrant

Exercisable

ThroughMay 2005 (1)


352,941

Ordinary shares


0.17

May 2012April 2006 (2)


18,750,000

Preferred B shares


0.04

April 2011Decemer 2006 (2)


17,500,000

Preferred B shares


0.04

December 2011March 2007 (2)


25,000,000

Preferred B shares


0.04

March 2012March 2007 (3)


23,034,900

Ordinary shares


0.06

March 2012May 2007 (3)


19,249,335

Ordinary shares


0.06

May 2012103,887,176
 
 (1)
In connection with a credit facility that was fully repaid in 2006, the Company issued to a certain foreign bank warrants to purchase 352,941 of the Company's Ordinary shares at an exercise price of $ 0.17 per share. The warrants were exercisable immediately and have a term of seven years. The warrants were classified as equity.
 
 (2)
Through 2006 and 2007, the Company granted certain investors 61,250,000 warrants to purchase Preferred B shares as part of a private placement in 2006. As of January 1, 2009, the holders of the warrants were entitled to certain anti-dilution protection which according to ASC 815-40 results in a liability presentation and marked to fair value. As of December 31, 2010 these warrants were valued at $ 394. See also Note 2r.
 
 (3)
In 2007, the Company granted certain institutional investors and an advisor warrants to purchase 42,284,235 Ordinary shares as part of a private placement in that year. The warrants were exercisable immediately and have a term of five years. The warrants were classified as equity.
 
 F - 25
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 8:-
SHAREHOLDERS' DEFICIT (Cont.)
 
 g.
Employee share purchase plan:
 
 In November 2002, the Company established an employee share purchase plan (the "ESPP") which permits the eligible employees of the Company to purchase shares of the Company's Ordinary shares at 85% of the closing market price on either the first day or the last day of the applicable three-month period, whichever is lower. Employees may participate in the ESPP through regular payroll deductions of up to 10% of their pre-tax gross salary. Subject to adjustment for stock splits, stock dividends and similar events, a maximum of 1,500,000 Ordinary shares may be issued under the ESPP. No Ordinary shares were issued in connection with the ESPP in 2008, 2009 and 2010. As of December 31, 2010, there are 1,491,791 Ordinary shares available for future issuance under the ESPP.
 
 h.
Stock option plans:
 
 The Company has adopted employee stock option plans in 1996, 1997 and in 2000. Under the plans, employees, non employees and officers of the Company may be granted options to acquire Ordinary shares. Pursuant to the plans, the Company reserved for issuance a total of 35,664,266 Ordinary shares. As of December 31, 2010, an aggregate of 10,992,347 Ordinary shares are still available for future grants.
 
 Each option granted under the plans is exercisable until five to ten years from the date of the grant of the option. The options vest ratably over vesting periods ranging from three to five years. Any options, which are forfeited or not exercised before expiration, become available for future grants.
 
 Transactions related to the Company's stock option plans are summarized as follows:
  Options

Outstanding*)


Weighted average exercise price per share


Weighted average remaining contractual term

(in years)


Aggregate intrinsic valueGranted


-Forfeited, cancelled or expired


(298,900
)

$
0.03Outstanding, December 31, 2010


18,993,972


$
0.03



2.35



-Vested and expected to vest


18,993,972


$
0.03







-Exercisable, December 31, 2010


13,627,162


$
0.03



2.35



-
 
 *)
Includes 35,000 outstanding and exercisable options to consultants at a weighted average exercise price of $ 0.945 per share.
 
 F - 26
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 8:-
SHAREHOLDERS' DEFICIT (Cont.)
 
 The aggregate intrinsic value represents the total intrinsic value (the difference between the Company's stock price on December 31, 2010 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2010. These amount changes are based on the value of the Company's stock.
 
 During 2009, the Company cancelled 8,780,560 options that were previously granted to its employees and directors, and instead granted them replacement awards of 8,780,560 options, exercisable into Ordinary shares at $ 0.03 per share. The options shall vest on a quarterly basis over the period commencing as of the original options grant (up to 3 years).
 
 This above grant was considered as a modification to previous grants and as such the fair value of this modification was estimated using the Black-Scholes-Merton option pricing model with the following assumptions: risk-free interest rates range 1.52%, dividend yields of 0%, expected volatility 269% and an expected term of the options based on the remaining period of the original options grant.
 
 The total incremental compensation cost related to this modification is $ 38 out of which $ 8 were recognized during 2010.
 
 Stock-based compensation expenses included in the reported net loss totaled to approximately $ 95 in 2008, $177 in 2009 and $ 175 in 2010, as follows:
 
 Year ended

December 31,2008


2009


2010Research and development

$
17


$
10


$
13Selling and marketing


5



6



5General and administrative


73



161



157Total stock-based compensation expense

$
95


$
177


$
175
 
 Additional information related to the Company's stock-based compensation awards is presented below, along with the additional disclosures required by ASC 718.
 
 F - 27
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 8:-
SHAREHOLDERS' DEFICIT (Cont.)
 
 The following table summarizes the weighted average fair value of options granted for each of the three years in the period ended December 31, 2010 at market price on date of grant:
 
 For the Year Ended:December 31, 2008:Weighted average exercise price

$
0.06Weighted average fair value on grant date

$
0.06December 31, 2009:Weighted average exercise price

$
0.02Weighted average fair value on grant date

$
0.02December 31, 2010:Weighted average exercise price

$
-Weighted average fair value on grant date

$
-
  As of December 31, 2010, there was $ 140 of total unrecognized compensation cost related to unvested stock options. Unrecognized compensation cost is expected to be recognized over a weighted average period of 2.35 years.
  NOTE 9:-
RESEARCH AND DEVELOPMENT, NET
 
 Year ended

December 31,2008


2009


2010Research and development costs, net:Payroll and related

$
951


$
682


$
580Subcontractors and materials


2



131



36Others


470



202



2801,423



1,015



896Less - participation of Government funds


(192
)


-



-$
1,231


$
1,015


$
896
  F - 28
  RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 10:-     FINANCIAL INCOME (EXPENSES), NET
 
 Year ended

December 31,2008


2009


2010Financial expenses:Interest income

$
5


$
-


$
-Increase (decrease) in fair value of warrants that are classified

asliability and of bifurcated conversion feature


-



(764
)


173Interest expenses


(317
)


(223
)


(61
)Foreign currency transaction adjustments


(25
)


(40
)


42$
(337
)

$
(1,027
)

$
154
  NOTE 11:
TAXES ON INCOME
 
 a.
Applicable Tax Laws
 
 1.
Amendment to the Israeli Income Tax Ordinance



On July 25, 2005, the Knesset (Israeli Parliament) approved the Law for the Amendment of the Income Tax Ordinance (No. 147), 2005, which prescribes, among other provisions, a gradual decrease in the corporate tax rate in Israel to the following tax rates: in 2007 - 29%, in 2008 - 27%, in 2009 - 26% and in 2010 and thereafter - 25%.



In July 2009, the Knesset passed the Law for Economic Efficiency (Amended Legislation for Implementing the Economic Plan for 2009 and 2010), 2009, which prescribes, among other things, an additional gradual reduction in the rates of the Israeli corporate tax and real capital gains tax starting 2011 to the following tax rates: 2011 - 24%, 2012 - 23%, 2013 - 22%, 2014 - 21%, 2015 - 20%, 2016 and thereafter - 18%.
  2.
Measurement of taxable income under Israel's Income Tax (Inflationary Adjustments) Law, 1985:



Through 2007 results for tax purposes for RadView Software Ltd. are measured and reflected in accordance with the change in the Israeli Consumer Price Index ("CPI"). As explained above in Note 2, the consolidated financial statements are presented in U.S. dollars. The differences between the change in the Israeli CPI and in the NIS/U.S. dollar exchange rate cause a difference between taxable income and the income before taxes reflected in the consolidated financial statements.
  F - 29
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  U.S. dollars in thousands (except share data)
 
 NOTE 11:
TAXES ON INCOME (Cont.)
 
 In accordance with ASC 740, the Company has not provided deferred income taxes on the above differences resulting from changes in exchange rates and indexing for tax purposes.
 
 In February 2008, the Knesset passed an amendment to the Income Tax (Inflationary Adjustment) Law, 1985, which limits the scope of the law starting in 2008 and thereafter. Beginning in 2008, the results for tax purposes are measured in nominal values, excluding certain adjustments for changes in the Consumer Price Index carried out in the period up to December 31, 2007. The amended law includes, inter alia, the elimination of the inflationary additions and deductions and the additional deduction for depreciation starting in 2008.
  b.
Tax benefits under the Law for the Encouragement of Capital Investments, 1959 ("the Law"):
 
 In 1998, the Company was granted Approved Enterprise status under the Law. The Company elected to adopt the "Alternative Benefits" track entitling the Company to a benefit period of seven years on income derived from this program as follows: (a) a full income tax exemption for the first two years and (b) a reduced income tax rate of 25%, instead of the regular rate for the remaining five-year period. Depending on the level of non-Israel investments in the Company, the period for which the Company is entitled to a reduced tax rate of 25% can be extended to eight years. The period of the benefit is limited to 12 years from commencement of production or 14 years from the date of approval. As the Company has not yet reported any taxable income, the benefit period has not yet commenced.
 
 The benefits from the Company's approved enterprise programs are dependent upon the Company fulfilling the conditions stipulated by the Law for Encouragement of Capital Investments, 1959 and the regulations published under this law, as well as the specific criteria in the Company's approved enterprise programs. If the Company does not comply with these conditions, the tax benefits may be canceled, and the Company may be required to refund the amount of the canceled benefits, with the addition of linkage differences and interest. As of the date of these financial statements, the Company believes it complies with these conditions.
 
 If the Company distributes a cash dividend out of retained earnings which were tax exempt due to its approved enterprise status, the Company would have to pay a 25% corporate tax on the amount distributed, and a further 15% withholding tax would be deducted from the amounts distributed to the recipients.
 
 F - 30
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 11:
TAXES ON INCOME (Cont.)
 
 As of December 31, 2010, the Company does not have retained earnings and accordingly, no tax-exempt income. Tax-exempt income attributable to the Approved Enterprise cannot be distributed to shareholders without subjecting the Company to taxes except upon a complete liquidation of the Company. If the retained tax-exempt income is distributed in a manner other than upon the complete liquidation of the Company, it would be taxed at the corporate tax rate applicable to such profits as if the Company had not elected alternative tax benefits. The Company's board of directors does not intend to distribute any amounts of its undistributed tax-exempt income as dividends.
 
 On April 1, 2005, an amendment to the Investment Law came into effect (the "Amendment") and has significantly changed the provisions of the Investment Law. The Amendment limits the scope of enterprises which may be approved by the Investment Center by setting criteria for the approval of a facility as a Beneficiary Enterprise, such as provisions generally requiring that at least 25% of the Beneficiary Enterprise's income will be derived from export. Additionally, the Amendment enacted major changes in the manner in which tax benefits are awarded under the Investment Law so that companies no longer require Investment Center approval in order to qualify for tax benefits.
 
 In addition, the Investment Law provides that terms and benefits included in any letter of approval already granted will remain subject to the provisions of the law as they were on the date of such approval. Therefore, the Company's existing Approved Enterprise will generally not be subject to the provisions of the Amendment.
 
 As a result of the Amendment, tax-exempt income generated under the provisions of the new law will subject the Company to taxes upon distribution or liquidation and the Company may be required to record a deferred tax liability with respect to such tax-exempt income.
 
 By virtue of this law, the Company is entitled to claim accelerated depreciation on equipment used by the Approved Enterprise during five tax years. The Company has received final approval in respect to the investment program.
 
 Amendments to the Law for the Encouragement of Capital Investments, 1959:
 
 In December 2010, the "Knesset" (Israeli Parliament) passed the Law for Economic Policy for 2011 and 2012 (Amended Legislation), 2011, which prescribes, among other things, amendments in the Law for the Encouragement of Capital Investments, 1959 ("the Law"). The amendment became effective as of January 1, 2011. According to the amendment, the benefit tracks in the Law were modified and a flat tax rate applies to the Company's entire preferred income. The Company may elect to apply the amendment (such election shall be non revocable), and from then on it will be subject to the amended tax rates that are: 2011 and 2011 - 15% (in development area A - 10%), 2013 and 2014 - 12.5% (in development area A - 7%) and in 2015 and thereafter - 12% (in development area A - 6%).
  F - 31
  RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 11:
TAXES ON INCOME (Cont.)
 
 The Company examined the possible effect of the amendment on the financial statements, if at all, and at this time do not believe it will opt to apply the amendment.
  c.
Tax benefits under Israel's Law for the Encouragement of Industry (Taxation), 1969:
 
 The Company currently qualifies as an "Industrial Company" under the Law for Encouragement of Industry (Taxes), 1969 and is therefore entitled to tax benefits, mainly accelerated depreciation of machinery and equipment and deduction of expenses incurred in connection with a public offering.
  d.
Income (loss) before income tax:
 
 Year ended

December 31,2008


2009


2010Israel

$
532


$
(446
)

$
1,089United States


(965
)


(917
)


(973
)$
(433
)

$
(1,363
)

$
116
 
 e.
Taxes on income are comprised of the following:
 
 Year ended

December 31,2008


2009


2010Current taxes and reserves

$
(77
)

$
62


$
(14
)
  f.
Net operating losses:
 
 As of December 31, 2010, the Company's net operating tax loss carry forwards in Israel amounted to approximately $ 27 million. These net operating tax losses may be carried forward indefinitely and offset against future taxable business income.
 
 The Company's U.S. subsidiary's tax losses through December 31, 2010 totaled approximately $ 33 million. These losses are available to offset future U.S. taxable income of the U.S. subsidiary may be subject to the limitation under rule 382 of the Internal Revenue Service, see below, and will expire between the years 2018 and 2028.
  F - 32
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 11:
TAXES ON INCOME (Cont.)
 
 Utilization of U.S. net operating losses may be subject to substantial annual limitation due to "change in ownership" provision of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.
 
 The Company and its subsidiary provide a valuation allowance on the entire deferred tax asset in respect of the carryforward losses, due to the uncertainty regarding future realization. Management currently believes that since the Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carryforward will not be realized in the foreseeable future. Deferred taxes in respect of other temporary differences are immaterial.
 
 The main reconciling items between the statutory tax rate of the Company and the effective tax rate are the non-recognition of tax benefits from accumulated net operating losses carry forwardamong the various subsidiaries worldwide due to the uncertainty of the realization of such tax benefits and the effect of approved enterprise.
  g.
Deferred income taxes:
 
 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company deferred tax assets are as follows:
 
 December 31,2009


2010Operating loss carryforward and deductions

$
16,429


$
16,437Reserves and allowances


238



251Net deferred tax asset before valuation allowance


16,667



16,688Valuation allowance


(16,667
)


(16,688
)Net deferred tax asset

$
-


$
-
 
 F - 33
 
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 11:
TAXES ON INCOME (Cont.)
 
 As of December 31, 2010, the Company has provided full valuation allowance of $ 16,688 in respect of deferred tax assets resulting from tax loss carryforward and other temporary differences. Management currently believes that since the Company has a history of losses it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future.
 
 h.
Final tax assessments:
 
 The Company has received final tax assessments in Israel through the end of 2005 and in the US through the end of 2006.
  i.
Reconciliation of the tax expenses to the actual tax expenses:
 
 The main reconciling items of the statutory tax rate of the Company (2008 - 27%, 2009- 26% and 2010 – 25%,) to the effective tax rate (0%) are valuation allowances provided for deferred tax assets (in all reported periods) .
  j.
Accounting for uncertainty in income taxes ("ASC 740"):
 
 A reconciliation of the beginning and ending balances of the total amounts of the unrecognized tax benefits is as follows (U.S dollars in thousands):
 
 Unrecognized tax benefitsBalance at January 1, 2010

$
618Additions for tax positions taken in the current year


(24
)Balance at December 31, 2010

$
594
 
 The Company does not believe there will be any material changes in its unrecognized tax positions over the next twelve months.
 
 The Company and its subsidiaries file income tax returns in Israel and in the USA. As of December 31, 2010, the Israeli tax returns are subject to examination by the Israeli tax authorities for the tax years of 2006 through 2009 and the US tax returns are subject to examination by the US tax authorities for the tax years of 2007 through 2009.
 
 F - 34
 RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  U.S. dollars in thousands (except share data)
 NOTE 12:
RELATED PARTY BALANCES AND TRANSACTIONS
 
 Balances with related parties consisted of the following:
 
 December 31Accrued expenses and other liabilities:

2009


2010Accrued interest on convertible loan (See Note 7)

$
218


$
278Other accrued expenses (*)


26



51$
244


$
329
 
 Transactions with related parties consisted of the following:
 
 Year ended

December 31,2008


2009


2010General and administrative (*)

$
50


$
50


$
50Financial expenses, net


331



205



60Total costs and expenses

$
381


$
255


$
110
 
 (*) Mainly as a result of management fees.
  NOTE 13:
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE
 
 The Company has adopted ASC 280 "Segment reporting". The Company operates in one reportable segment (see Note 1 for a brief description of the Company's business). The total revenues are attributed to geographic areas based on the location of the end-user customer.
 
 The Company's revenues by its customers ' geographic locations are as follows:
 
 Year ended

December 31,2008


2009


2010United States

$
2,038


$
1,585


$
1,626Europe


890



702



431Israel


191



72



190Other


322



70



170$
3,441


$
2,429


$
2,417
  F - 35
  RADVIEW SOFTWARE LTD. AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars in thousands (except share data)
 
 NOTE 13:
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE (Cont.)
 
 The Company's long-lived assets by geographic location are as follows:
 
 December 312009


2010United States

$
-


$
-Israel


8



-Total

$
8


$
-
  F - 36




Item19: Exhibits




The following exhibits are filed as part of this Annual Report:




Exhibit No.

Description1.1

Memorandum of Association of Registrant (English translation) (incorporated by reference to the Company’s Annual Report on Form 20-F filed on June 30, 2010).1.2

Amended and Restated Form of Articles of Association of Registrant (incorporated by reference to the Company’s Annual Report on Form 20-F filed on June 30, 2010).2.1

Registration Rights Agreement (filed as Appendix E to the Company’s Proxy Statement for the year ended December 31, 2005 on Form DEF 14A, No. 000-31151, and incorporated herein by reference).4.1

Amended and Restated Key Employee Share Incentive Plan (1996) (filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8, No. 333-67086, and incorporated herein by reference).4.2

Amended and Restated United States Share Incentive Plan (2000) (filed as Exhibit 99.2 to the Company’s Registration Statement on Form S-8, No. 333-67086, and incorporated herein by reference)4.3

Employee Share Purchase Plan (filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended September 30, 2002, and incorporated herein by reference)4.4

Share Purchase Agreement between RadView Software Ltd. and Fortissimo Capital Fund GP, L.P. and certain other investors, dated as of April 4, 2006 (filed as Exhibit 10.18 to the Company’s Form 10-K for the year ended December 31, 2005, and incorporated herein by reference).4.5

Form of Warrant Issued to Fortissimo Capital Fund GP, L.P. and certain other investors, in connection with the Share Purchase Agreement identified in Exhibit 4.4 above and in connection with the Addendums identified in Exhibits 4.6, 4.7 and 4.8 below (filed as Exhibit 4.12 to the Company’s Form 20-F for the year ended December 31, 2006, and incorporated herein by reference).4.6

Addendum Number One to Share Purchase Agreement between RadView Software Ltd. and Fortissimo Capital Fund GP, L.P., dated as of December 24, 2006 (filed as Exhibit 4.13 to the Company’s Form 20-F for the year ended December 31, 2006, and incorporated herein by reference).4.7

Addendum Number Two to Share Purchase Agreement between RadView Software Ltd. and Fortissimo Capital Fund GP, L.P., dated as of February 7, 2007 (filed as Exhibit 4.14 to the Company’s Form 20-F for the year ended December 31, 2006, and incorporated herein by reference).4.8

Addendum Number Three to Share Purchase Agreement between RadView Software Ltd. and Fortissimo Capital Fund GP, L.P., dated as of March 20, 2007 (filed as Exhibit 4.15 to the Company’s Form 20-F for the year ended December 31, 2006, and incorporated herein by reference).  77
  4.9

Convertible Loan Agreement between RadView Software Ltd. and Fortissimo Capital Fund GP, L.P. and certain other investors, dated as of April 4, 2006 (filed as Exhibit 10.19 to the Company’s Form 10-K for the year ended December 31, 2005, and incorporated herein by reference).4.10

Amendment  and Addendum dated as of July 26, 2006 to the Convertible Loan Agreement between RadView Software Ltd. and Fortissimo Capital Fund GP, L.P. and certain other investors of April 4, 2006. (incorporated by reference to the Company’s Annual Report on Form 20-F filed on June 30, 2010).4.11

Amendment No. 2 dated as of June 23, 2010 to the Convertible Loan  Agreement between RadView Software Ltd. and Fortissimo Capital Fund GP, L.P. and certain other investors dated of April 4, 2006, as amended. (incorporated by reference to the Company’s Annual Report on Form 20-F filed on June 30, 2010).4.12*

Amendment No. 3 dated as of December, 2010 to the Convertible Loan Agreement between RadView Software Ltd. and Fortissimo Capital Fund GP, L.P. and certain other investors dated of April 4, 2006, as amended.4.13

Form of Indemnification Agreement (filed as Appendix G to the Company’s Proxy Statement for the year ended December 31, 2005 on Form DEF 14A, No. 000-31151, and incorporated herein by reference).4.14

Managements Services Agreement between RadView Software Ltd. and Fortissimo Capital Fund GP, L.P. (filed as Appendix F to the Company’s Proxy Statement for the year ended December 31, 2005 on Form DEF 14A, No. 000-31151, and incorporated herein by reference).4.15

Form of Subscription Agreement for Private Placements led by Meitav Underwriting Ltd. in March and May 2007 (filed as Exhibit 4.19 to the Company’s Form 20-F for the year ended December 31, 2006, and incorporated herein by reference).4.16

Form of Warrant issued in connection with the Subscription Agreement identified in Exhibit 4.15 above (filed as Exhibit 4.20 to the Company’s Form 20-F for the year ended December 31, 2006, and incorporated herein by reference).8.1

Subsidiaries of the Registrant (incorporated by reference to Item 4C of this Annual Report on Form 20-F).11.1

Code of Ethics and Business Conduct (filed as Exhibit 11.1 to the Company’s Form 20-F for the year ended December 31, 2006, and incorporated herein by reference).12.1*

Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.12.2*

Certification by Vice President of Finance pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.13.1*

Certification by Chief Executive Officer and Vice President of Finance pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934.23.1*

Consent of Kost Forer Gabbay & Kasierer, a member of Ernst &Young Global.








*
Filed herewith




78




Signatures




The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.




RadView Software Ltd.




/s/
Eyal Shalom

/s/
Guy YasurEyal Shalom

Guy YasurChief Executive Officer

Chief Financial Officer




Date: June 30, 2011