---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-K/A

Amendment No. 1

(Mark One)

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

For the fiscal year ended December 31, 2001

OR

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

Commission File Number: 0-31151

---

RADVIEW SOFTWARE LTD.(Exact name of registrant as specified in its charter)

Israel(State or other jurisdiction of
incorporation or organization)

Not applicable(I.R.S. Employer
Identification No.)


7 New England Executive Park
Burlington, MA 01803(Address of principal executive offices)

Telephone Number (781) 238-1111(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Ordinary Shares, NIS 0.01 par value(Title of Class)

---

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 ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ý

Aggregate
market value, based upon the closing sale price of the shares as reported by the Nasdaq SmallCap Market, of voting shares held by non-affiliates at
February 28, 2002: $3,041,292 (excludes shares held by executive officers, directors, and beneficial owners of more than 10% of the registrant's Ordinary Shares). Exclusion of shares held by
any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of management or policies of the registrant, or that such
person is controlled by or under common control with the registrant. As of February 28, 2002, there were 16,458,568 shares of the registrant's Ordinary Shares outstanding, excluding 134,000
Ordinary Shares held by the registrant as treasury shares that are "dormant" shares for purposes of Israeli law.

---

---

---



This Form 10-K/A Amendment No. 1 is being filed by RadView Software Ltd. (the "Company") in order to include the information required by Items 10 through
13 of Part III of Form 10-K under the Securities Exchange Act of 1934, as amended. The Company's Annual Report on Form 10-K was filed with the Securities
and Exchange Commission on March 25, 2002 and provided for the incorporation by reference in Items 10 through 13 of the information contained in the Company's proxy statement to be issued in
connection with its 2002 Annual Meeting of shareholders. The Company will not file its proxy statement by April 30, 2002.

The
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of the Company, as filed with the Securities and Exchange Commission on
March 25, 2002, is hereby amended by amending and restating Items 10 through 13 of Part III.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table contains certain information about the directors and executive officers of the registrant:

|Name                 |  | Age |  | Position                                       
|-------------------- |  | --- |  | -----------------------------------------------
|Shai Beilis          |  | 53  |  | Chairman of the Board                          
|Ilan Kinreich        |  | 44  |  | Chief Executive Officer, President and Director
|Brian E. LeClair     |  | 49  |  | Vice President, Chief Financial Officer        
|William J. Geary     |  | 42  |  | Director                                       
|Robert Steinkrauss   |  | 50  |  | Director                                       
|Christopher M. Stone |  | 44  |  | Director                                       
|Kathleen A. Cote     |  | 53  |  | Director                                       

SHAI BEILIShas served as a Director since May 1998. Mr. Beilis was elected as Chairman of the Board in May 2001.
Mr. Beilis has been the Chairman and Managing Partner of Formula Ventures Ltd. since December 1998. From January 1995 until joining Formula Ventures Ltd.,
Mr. Beilis served as the Chief Executive Officer of Argotec Ltd., a wholly-owned subsidiary of Formula Systems (1985) Ltd. established in 1993 to capitalize on investment
opportunities in the IT sector where he was responsible for initiating, overseeing and managing Argotec's investments. Before joining Formula Systems (1985) Ltd., Mr. Beilis served as
Chief Executive Officer of Clal Computers and Technology Ltd. and was employed by Digital Equipment Corporation. Mr. Beilis serves as a director for Crystal System Solutions Ltd.,
Applicom Software Industries Ltd. and several private companies. Mr. Beilis holds a B.S. degree in Mathematics and Economics from the Hebrew University in Jerusalem and a M.S. in
Computer Science from the Weizmann Institute of Science.

ILAN KINREICHhas served as a Director and our Chief Executive Officer and President since inception of our operations in 1993. From
August 1989 to February 1991, Mr. Kinreich was a co-founder and Vice President of Research and Development at Mercury Interactive, a software testing company. From
May 1985 until joining Mercury Interactive, Mr. Kinreich held the position of Research and Development Manager at Daisy Systems. Prior to that, Mr. Kinreich was part of the
integration team for the Lavi jet fighter. Prior to this, Mr. Kinreich served seven years in the Israel Defense Forces, holding the rank of Captain, where he led development and deployment of
command and control systems. Mr. Kinreich holds a B.Sc. in Mathematics and Computer Science from Bar Ilan University.

BRIAN E. LECLAIRhas served as our Vice President and Chief Financial Officer since December 2000. From May 1999 until
joining us, Mr. LeClair served as Executive Vice President and Chief Financial Officer of Infosis Corp., a business-to-business Internet service provider. From
April 1998 until joining Infosis Corp., Mr. LeClair served as the Vice President and Chief Financial

2

---

Officer for Beacon Application Services, a systems integration company. From 1997 until joining Beacon Application Services, Mr. LeClair served as the Chief Financial Officer of Microcom after
its acquisition by Compaq Computer Corp. in 1997 and served as the Corporate Controller of Microcom from 1995 until the acquisition. In addition, Mr. LeClair has four years of public accounting
experience as a Certified Public Accountant with Arthur Andersen LLP. Mr. LeClair has a B.S. in accounting from Northeastern University.

WILLIAM J. GEARYhas served as a Director since December 1999. Mr. Geary has been a General Partner of North Bridge Venture
Partners V, L.P. since its inception in September 2001, of North Bridge Venture Partners IV, L.P. since its inception in November 1999, of North Bridge Venture Partners III, L.P. since
its inception in August 1998, and of North Bridge Venture Partners II, L.P. since its inception in September 1996, and a Principal of North Bridge Venture Partners, L.P. since its
inception in March 1994. Mr. Geary holds a B.S. from Boston College, School of Management and is a Certified Public Accountant.

ROBERT STEINKRAUSShas served as a Director since the completion of our initial public offering in August 2000. From
November 1999 to April 2000, Mr. Steinkrauss served as Vice President and General Manager of the WAN Systems Group of Lucent Technologies Inc. Prior to that,
Mr. Steinkrauss served as President of Xedia Corporation from February 1998 to November 1999. From February 1995 to February 1998, Mr. Steinkrauss served as
Chairman, President and Chief Executive Officer of Raptor Systems Inc., which was sold to Axent Technologies Inc. in February 1998. Mr. Steinkrauss received a B.A. from
Boston College, magna cum laude, and is a Certified Public Accountant.

CHRISTOPHER M. STONEhas served as a Director since the completion of our initial public offering in August 2000. Since
March 2002, Mr. Stone has served as Vice Chairman of Novell, Inc. Mr. Stone is a founder of and serves as Chairman of Tilion, Inc. since its inception in
January 2000. From January 2000 to February 2002, Mr. Stone served as President and Chief Executive Officer of Tilion, Inc., an infrastructure service provider for
in-the-net commerce analytics. From August 1997 to October 1999, Mr. Stone served as Executive Vice President of corporate strategy and development at
Novell, Inc. From 1989 to 1992, Mr. Stone served as Chief Executive Officer of the Object Management Group Inc., a software development standardization group of which he was also
a founder. Mr. Stone currently serves on the board of directors of Entrust Technologies, Inc. Mr. Stone holds a B.S. in Computer Science from University of New Hampshire and an
Executive M.B.A. from University of Virginia's Darden School of Business.

KATHLEEN A. COTEhas served as a Director since May 2001. Ms. Cote is the Chief Executive Officer of Worldport
Communications, Inc. a company that provides managed hosting services to mid sized
companies principally in Europe. Ms. Cote has also served as President of Seagrass Partners from September 1998 to May 2001. Seagrass Partners is a consulting firm that focuses on
early-stage Internet companies. From 1996 to 1998, Ms. Cote served as President and Chief Executive Officer of Computervision Corporation and served as President and Chief Operating Officer of
from 1995 to 1996. Ms. Cote currently serves on the board of directors of Forgent Corporation, Western Digital, and Worldport Communications, Inc. Ms. Cote is a former director of
MediaOne Group and Baynetworks Inc. Ms. Cote holds a B.A. from University of Massachusetts and an M.B.A. from Babson College.

Section 16(a) Beneficial Ownership Reporting Compliance

To the Company's knowledge, during the fiscal year ended December 31, 2001, our executive officers and Directors complied with all applicable filing
requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended.

3

---



Item 11. EXECUTIVE COMPENSATION

The following tables set forth certain information with respect to compensation paid or accrued for services rendered to the Company in all capacities for each of
the three fiscal years ended December 31, 2001 by its Chief Executive Officer and the two other most highly compensated executive officers of the Company whose salary and bonus during the
fiscal year ended December 31, 2001 exceeded $100,000 (collectively, the "Named Executive Officers"). No other executive officer of the Company earned greater than $100,000 in the fiscal year
ended December 31, 2001.

SUMMARY COMPENSATION TABLE

|                                                                |  |                |  |   |                         |  |   |                      |  | Long Term
Compensation Awards |            
|--------------------------------------------------------------- |  | -------------- |  | - | ----------------------- |  | - | -------------------- |  | ----------------------------- | -----------
|
|
|
|Ilan Kinreich,
Chief Executive Officer
and President            |  | 2001
2000
1999 |  | $ | 184,000
140,000
140,451 |  | $ | 43,763
56,500
45,000 |  | $                             | 

      
|Brian E. LeClair,
Vice President and
Chief Financial Officer(1) |  | 2001
2000
1999 |  |   | 200,000
12,308
        |  |   | 20,689
250
         |  |                               | 

      
|James Clemens,
Former Vice President,
Sales(2)                  |  | 2001
2000
1999 |  |   | 86,538
100,962
        |  |   | 87,900
90,250
      |  |                               | 127,000



---

Employment Contracts, Termination of Employment and Change of Control Arrangements

At the start of their employment, our employees in the United States generally sign offer letters specifying basic terms and conditions of employment as well as
agreements that include confidentiality, non-compete provisions and assignment of intellectual property rights related to their employment. At the start of their employment, our employees
in Israel generally sign written employment agreements that include confidentiality and non-compete provisions.

In
addition, certain key employees of the Company, including Messrs. Kinreich and LeClair have a change of control agreement with the Company under which (i) fifty percent
(50%) of unvested stock options and/or restricted shares then held by the employee shall immediately vest upon a change of control of the Company; (ii) they will receive a severance package
consisting of six months' base salary, plus any accrued compensation, reimbursements and vacation time owed; and (iii) the remaining unvested stock options and/or restricted shares then held by
the employee shall immediately vest, if the employee terminates his employment with the Company for a good reason, as defined therein, or his employment is terminated without cause, each within twelve
(12) months of a change in control of the Company. Under the terms of the change of control agreements, a change of control will be deemed to have occurred upon the following events: a sale,
lease or other transfer of all or substantially all of the assets of the Company; persons constituting the Board of Directors of the Company on the date of the agreement or new directors approved by
those persons cease to constitute a majority of the members of

4

---

the Board of Directors; a merger of the Company with another entity following which the shareholders of the Company do not own 50% of the voting power of the securities of the entity acquiring the
Company; a third party acquires 25% or more of the total number of votes that may be cast for the Directors of the Company; or the Directors adopt a resolution stating that a change in control has
occurred for the purposes of the agreement.

Option Grants

The following table presents each grant of ordinary share options during the fiscal year ended December 31, 2001 to each of the Named Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR

|                 |  |         |     | Percent of
Total Options
Granted To
Employees
In
2001 (1) |   |   |      |  |         | Potential Realizable Value
At Assumed Annual Rates
Of Stock Price Appreciation
For Option Terms (3)
|---------------- |  | ------- | --- | --------------------------------------------------------- | - | - | ---- |  | ------- | ---------------------------------------------------------------------------------------------------
|
|
|
|
|Ilan Kinreich    |  | 150,000 | (4) | 8.6                                                       | % | $ | 0.95 |  | 5/16/11 |                                                                                                    
|Brian E. LeClair |  | 35,000  |     | 2.0                                                       | % |   | 0.95 |  | 5/16/11 | (5)                                                                                                

---

5

---

The
following table sets forth information with respect to (i) stock options exercised in the fiscal year ended December 31, 2001 by the Named Executive Officers and
(ii) unexercised stock options held by such individuals.

AGGREGATED OPTION EXERCISES IN 2001  AND FISCAL YEAR-END OPTION VALUES

|                 |  |   |  |   |  | Number of Securities
Underlying Unexercised
Options at December 31, 2001 |  | Value of Unexercised
in-the-Money Options at
December 31, 2001 (2)
|---------------- |  | - |  | - |  | ------------------------------------------------------------------------ |  | ------------------------------------------------------------------
|
|
|
|Ilan Kinreich    |  |  |  |  |  | 325,453                                                                  |  | 345,448                                                           
|Brian E. LeClair |  |  |  |  |  | 50,000                                                                   |  | 185,000                                                           

---

6

---



REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

This report is submitted by the Compensation Committee. The Compensation Committee consists of Messrs. Beilis, Geary and Stone. Messrs. Beilis,
Geary and Stone are non-employee Directors. 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 officers and employees, including recommendations to the Board of Directors with
respect to the grant of stock options to officers and employees.

Compensation Philosophy.The Company's executive compensation program is designed to attract, retain
and reward executives in a competitive industry. To achieve this goal, the Compensation Committee applies the philosophy that compensation of executive officers should be linked to meeting specified
performance goals.

Under
the direction of the Compensation Committee, the Company has developed and implemented compensation policies. The Compensation Committee's executive compensation policies are
designed to (i) enhance operating results of the Company and shareholder value, (ii) integrate compensation with the Company's annual and long-term performance goals,
(iii) reward corporate performance, (iv) recognize individual initiative, achievement and hard work, and (v) assist the Company in attracting and retaining qualified executive
officers. Currently, compensation under the executive compensation program is comprised of cash compensation in the form of annual base salary and bonus and long-term incentive
compensation in the form of stock options.

Base Salary.The Compensation Committee reviews salaries periodically. The Compensation Committee's
policy is to consider amounts paid to senior executives with comparable qualifications, experience and responsibilities at other publicly-held companies of similar size and engaged in a
similar type of business to that of the Company, all of whom are constituent companies of the Nasdaq Computer Index. The Compensation Committee does not take into account the Company's relative
performance as compared to comparable companies. The Compensation Committee also considers compensation information pertaining to the Company's industry including salary surveys, industry reports and
other available information. The Compensation Committee analyzes this information to recommend salaries. The Compensation Committee does not use a fixed or rigid formula to recommend salaries.

The
salary compensation for the executive officers is based upon their qualifications, experience and responsibilities, as well as the attainment of planned objectives.
Mr. Kinreich's planned objectives included: (1) implementing the 2001 operating plan, (2) building strategic relationships, and (3) executing product release plans. The
Chief Executive Officer makes recommendations to the Compensation Committee regarding the planned objectives and executive compensation levels. The overall plans and operating performance levels upon
which management compensation is based are reviewed by the Compensation Committee on a periodic basis.

Bonus Compensation.Our executive officers are eligible for quarterly cash bonuses, which are based
primarily on corporate achievements and individual performance objectives that are established at the beginning and in the course of each year. After the completion of each quarter, the Compensation
Committee reviews the attainment of corporate and individual objectives and recommends bonuses based on the extent to which corporate objectives were met or exceeded and individual contributions to
the Company's overall performance. For the most recent fiscal year, these objectives included implementation of the Company's operating plan, acquiring new customers and executing product release
plans. Of the total potential bonus available, Mr. Kinreich earned 38% and Mr. LeClair earned 83%.

7

---

Stock Options.The Company relies on incentive compensation in the form of stock options to retain
and motivate executive officers and employees, which generally is provided through initial option grants at the date of hire and periodic additional grants. Incentive compensation in the form of stock
options is designed to provide long-term incentives to executive officers and other employees, to encourage the executive officers and other employees to remain with the Company and to
enable them to develop and maintain a stock ownership position in the Company's ordinary shares.

Awards
take into account each officer's scope of responsibility and specific assignments, strategic and operational goals applicable to the officer, anticipated performance and
contributions of the officer and competitive market data for similar positions. Options are granted with an exercise price equal to the fair market value of our ordinary shares on the date of grant.
The standard vesting schedule provides that a portion of the shares subject to each option vest and become exercisable annually and quarterly over three- to four-year periods.

Option
grants to executive officers are based on such factors as initiative, achievement and performance. In administering grants to executive officers, the Compensation Committee
evaluates each officer's total equity compensation package. The Compensation Committee generally reviews the option holdings of each of the executive officers, including their vesting and exercise
prices and the then current value of any unvested options. The Compensation Committee considers equity compensation to be an integral part of a competitive executive compensation package and an
important mechanism to align the interests of management with those of the Company's shareholders.

Mr. Kinreich's
stock-based compensation principally was tied to the Company's objectives of implementing the Company's operating plan, acquiring new customers and building
strategic relationships and executing the Company's product release plans and was intended as a retention and incentive device for Mr. Kinreich.



8

---



Compensation Committee Interlocks and Insider Participation

Messrs. Beilis, Geary and Stone constitute the Company's Compensation Committee. Messrs. Beilis, Geary and Stone are non-employee
Directors. None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has any executive officer serving as a member of our Board of
Directors or Compensation Committee.

Director Compensation

We reimburse our Directors for expenses incurred to attend meetings of our Board of Directors and any committees of the Board of Directors. We also grant options
to purchase ordinary shares to our Directors from time to time and/or to the extent required by Israeli regulations.

COMPARATIVE SHARE PERFORMANCE GRAPH

The following graph shows the cumulative shareholder return of the Company's ordinary shares from August 10, 2000 through December 31, 2001 as
compared with that of the Nasdaq Composite and the Nasdaq Computer Index. The graph assumes the investment of $100 in the Company's ordinary shares and each of the comparison groups on
August 10, 2000 and assumes the reinvestment of dividends. The Company has never declared a dividend on its ordinary shares. The ordinary share price performance depicted in the graph below is
not necessarily indicative of future price performance. This graph is not "soliciting material," is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by
reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 whether made before or after the date hereof and irrespective of any general
incorporation language in any such filing.

LOGO

9

---

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us regarding the beneficial ownership of our ordinary shares as of February 28, 2002, unless
otherwise indicated, by: (i) each person known by us to beneficially own more than 5% of our ordinary shares; (ii) each Director of the Company; (iii) each executive officer named
in the Summary Compensation Table below; and (iii) all of our 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 February 28, 2002 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 16,458,568 ordinary shares outstanding on February 28, 2002. Unless otherwise noted
below, each shareholder's address is c/o RadView Software Ltd., 7 New England Executive Park, Burlington, Massachusetts 01803.

|Name of Beneficial Owner:                                                                 |  | Total Shares
Beneficially Owned |  | Percentage of
Ordinary Shares |  
|----------------------------------------------------------------------------------------- |  | ------------------------------- |  | ----------------------------- | -
|Five Percent Shareholders:                                                                |  |                                 |  |                               |  
|Computer Associates International, Inc. (1)                                               |  | 1,635,067                       |  | 9.9                           | %
|Formula Ventures (2)                                                                      |  | 2,604,823                       |  | 15.8                          | %
|North Bridge Venture Partners, III, L.P. (3)                                              |  | 1,666,666                       |  | 10.1                          | %
|Sadot Research and Development Fund Ltd. (4)                                              |  | 1,510,959                       |  | 9.2                           | %
|Zohar Zisapel (5)                                                                         |  | 2,079,522                       |  | 12.6                          | %
|Yehuda Zisapel (6)                                                                        |  | 2,079,522                       |  | 12.6                          | %
|Directors and Executive Officers:                                                         |  |                                 |  |                               |  
|Ilan Kinreich (7)                                                                         |  | 800,046                         |  | 4.7                           | %
|Brian E. LeClair (8)                                                                      |  | 81,250                          |  | *                             |  
|Shai Beilis (2) (9)                                                                       |  | 2,637,873                       |  | 16.0                          | %
|William Geary (3) (9)                                                                     |  | 1,689,916                       |  | 10.3                          | %
|Robert Steinkrauss (10)                                                                   |  | 33,333                          |  | *                             |  
|Christopher M. Stone (10)                                                                 |  | 33,333                          |  | *                             |  
|Kathleen A. Cote (11)                                                                     |  | 25,000                          |  | *                             |  
|All executive officers and Directors as a group (7 persons) (2) (3) (7) (8) (9) (10) (11) |  | 5,300,751                       |  | 31.1                          | %

---

10

---



11

---

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

12

---



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|RADVIEW SOFTWARE LTD.
|---------------------
|By:                  
|                     

April 30, 2002

13

---

QuickLinks