UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
20-F




 ̈
            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 endedDecember 31,
2008




OR




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




For
the transition period from __________ to __________




OR




 ̈
            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
  ____________




Commission
file number 0-29452




RADCOM
Ltd.


(Exact
Name of Registrant as Specified in its Charter)




N/A




(Translation of Registrant’s
Name Into English)




Israel


(Jurisdiction
of Incorporation or Organization)




24 Raoul Wallenberg Street,
Tel-Aviv  69719, Israel


(Address
of Principal Executive Offices)




Jonathan Burgin: (+972) 3
645 5055 (tel), (+972) 3 647 4681 (fax)


24 Raoul Wallenberg Street,
Tel Aviv 69719, 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:




Title of Each Class
              
              Name of Each Exchange on Which
      RegisteredOrdinary
      Shares, NIS 0.20 par
                value
      per share
              
              NASDAQ
      Capital Market




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


None.




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 closing of the period covered by the annual
report:  As of December 31, 2008, there were 5,081,426 Ordinary
Shares, NIS 0.20 par value per share, outstanding.




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act.     Yes   ̈     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   ̈     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   ̈




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  ̈        Accelerated
Filer  ̈         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 o





Other o





If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant elected to
follow.





Item 17 o





Item 18 o





If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange
Act).     Yes   ̈     No  x





INTRODUCTION




RADCOM
develops, manufactures, markets and supports innovative network test and service
monitoring solutions for communications service providers and equipment
vendors.  We were incorporated in 1985 under the laws of the State of
Israel and commenced operations in 1991.




Except
for the historical information contained herein, the statements contained in
this annual report are forward-looking statements, within the meaning of the
Private Securities Litigation Reform Act of 1995, with respect to our business,
financial condition and results of operations.  Actual results could
differ materially from those anticipated in these forward-looking statements as
a result of various factors, including all the risks discussed in “Item 3—Key
Information—Risk Factors” and elsewhere in this annual report.




We urge
you to consider that statements that use the terms “believe,” “do not believe,”
“expect,” “plan,” “intend,” “estimate,” “anticipate” and similar expressions are
intended to identify forward-looking statements.  These statements
reflect our current views regarding future events and are based on assumptions
and are subject to risks and uncertainties.  Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.




As used
in this annual report, the terms “we,” “us,” “our,” “RADCOM” and the “Company”
mean RADCOM Ltd. and its subsidiaries, unless otherwise indicated.




PrismLiteTM,
Omni-QTM, GearSetTM, and WirespeedTM are our trademarks.  All other
trademarks and trade names appearing in this annual report are owned by their
respective holders.





TABLE OF
CONTENTS





PART
      I
                    
                    
                    1ITEM
      1.
                    IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
                    1ITEM
      2.
                    OFFER
      STATISTICS AND EXPECTED TIMETABLE
                    1ITEM
      3.
                    KEY
      INFORMATION
                    1A.
                    SELECTED
      FINANCIAL DATA
                    1B.
                    CAPITALIZATION
      AND INDEBTEDNESS
                    3C.
                    REASONS
      FOR THE OFFER AND USE OF PROCEEDS
                    3D.
                    RISK
      FACTORS
                    4ITEM
      4.
                    INFORMATION
      ON THE COMPANY
                    20A.
                    HISTORY
      AND DEVELOPMENT OF THE COMPANY
                    20B.
                    BUSINESS
      OVERVIEW
                    21C.
                    ORGANIZATIONAL
      STRUCTURE
                    34D.
                    PROPERTY,
      PLANTS AND EQUIPMENT
                    35ITEM
      4A.
                    UNRESOLVED
      STAFF COMMENTS
                    35ITEM
      5.
                    OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS
                    35A.
                    OPERATING
      RESULTS
                    39B.
                    LIQUIDITY
      AND CAPITAL RESOURCES
                    43C.
                    RESEARCH
      AND DEVELOPMENT, PATENTS AND LICENSES
                    52D.
                    TREND
      INFORMATION
                    52E.
                    OFF-BALANCE
      SHEET ARRANGEMENTS
                    53F.
                    TABULAR
      DISCLOSURE OF CONTRACTUAL OBLIGATIONS
                    53ITEM
      6.
                    DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES
                    54A.
                    DIRECTORS
      AND SENIOR MANAGEMENT
                    54B.
                    COMPENSATION
                    56C.
                    BOARD
      PRACTICES
                    57D.
                    EMPLOYEES
                    60E.
                    SHARE
      OWNERSHIP
                    60ITEM
      7.
                    MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
                    61A.
                    MAJOR
      SHAREHOLDERS
                    61B.
                    RELATED
      PARTY TRANSACTIONS
                    62


Pg
i




C.
                  INTERESTS
      OF EXPERTS AND COUNSEL
                  63ITEM
      8.
                  FINANCIAL
      INFORMATION
                  63A.
                  CONSOLIDATED
      STATEMENTS AND OTHER FINANCIAL INFORMATION
                  63B.
                  SIGNIFICANT
      CHANGES
                  64ITEM
      9.
                  THE
      OFFER AND LISTING
                  64A.
                  OFFER
      AND LISTING DETAILS
                  64B.
                  PLAN
      OF DISTRIBUTION
                  66C.
                  MARKETS
                  66D.
                  SELLING
      SHAREHOLDERS
                  66E.
                  DILUTION
                  66F.
                  EXPENSES
      OF THE ISSUE
                  66ITEM
      10.
                  ADDITIONAL
      INFORMATION
                  66A.
                  SHARE
      CAPITAL
                  66B.
                  MEMORANDUM
      AND ARTICLES OF ASSOCIATION
                  67C.
                  MATERIAL
      CONTRACTS
                  72D.
                  EXCHANGE
      CONTROLS
                  72E.
                  TAXATION
                  73F.
                  DIVIDENDS
      AND PAYING AGENTS
                  84G.
                  STATEMENT
      BY EXPERTS
                  84H.
                  DOCUMENTS
      ON DISPLAY
                  84I.
                  SUBSIDIARY
      INFORMATION
                  84ITEM
      11.
                  QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                  85ITEM
      12.
                  DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES
                  85PART
      II
                  
                  85ITEM
      13.
                  DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES
                  85ITEM
      14.
                  MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS
                  85ITEM
      15T.
                  CONTROLS
      AND PROCEDURES
                  86ITEM
      16A.
                  AUDIT
      COMMITTEE FINANCIAL EXPERT
                  87ITEM
      16B.
                  CODE
      OF ETHICS
                  87ITEM
      16C.
                  PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                  87


Pg
ii




ITEM 16D.
                  EXEMPTIONS
      FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
                  88ITEM
      16E.
                  PURCHASES
      OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS
                  88ITEM
      16F.
                  CHANGE
      IN REGISTRANT’S CERTIFYING ACCOUNTANT
                  88ITEM
      16G.
                  CORPORATE
      GOVERNANCE
                  88PART
      III
                  
                  89ITEM
      17.
                  FINANCIAL
      STATEMENTS
                  89ITEM
      18.
                  FINANCIAL
      STATEMENTS
                  89ITEM
      19.
                  EXHIBITS
                  90SIGNATURES




Pg
iii


PART
I





ITEM 1.
            IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISERS




Not
applicable.




ITEM 2.
            OFFER
      STATISTICS AND EXPECTED TIMETABLE




Not
applicable.




ITEM 3.
            KEY
      INFORMATION




A.
            SELECTED
      FINANCIAL DATA




We have
derived the following selected consolidated financial data as of
December 31, 2008 and 2007 and for each of the years ended
December 31, 2008, 2007 and 2006 from our consolidated financial statements
and notes included in this annual report.  The selected consolidated
financial data as of December 31, 2006, 2005 and 2004 and for the years
ended December 31, 2006 and 2005 have been derived from audited
consolidated financial statements not included in this annual report. We prepare
our consolidated financial statements in accordance with accounting principles
generally accepted in the United States.




You
should read the selected consolidated financial data together with “Item
5—Operating and Financial Review and Prospects” and our consolidated financial
statements and related notes included elsewhere in this annual report. All
references to “dollar,” “dollars” or “$” in this annual report are to the “U.S.
dollar” or “U.S. dollars.” All references to “NIS” are to the New Israeli
Shekels.


Pg
1





Year
      Ended December 31,(in
      thousands of U.S. dollars – except weighted average number of ordinary
      shares, and
                basic
      and diluted income (loss) per ordinary share)2008
              
              
              2007
              
              
              2006
              
              
              2005
              
              
              2004Statement of Operations
    Data:Revenues:Products
              
              $
              12,480
              
              
              $
              10,158
              
              
              $
              20,641
              
              
              $
              20,514
              
              
              $
              13,956Services
              
              
              2,758
              
              
              
              3,339
              
              
              
              2,900
              
              
              
              1,826
              
              
              
              2,09915,238
              
              
              
              13,497
              
              
              
              23,541
              
              
              
              22,340
              
              
              
              16,055Cost
      of revenues:Products
              
              
              5,523
              
              
              
              4,927
              
              
              
              7,213
              
              
              
              7,290
              
              
              
              5,045Services
              
              
              502
              
              
              
              466
              
              
              
              183
              
              
              
              108
              
              
              
              826,025
              
              
              
              5,393
              
              
              
              7,396
              
              
              
              7,398
              
              
              
              5,127Gross
      profit
              
              
              9,213
              
              
              
              8,104
              
              
              
              16,145
              
              
              
              14,942
              
              
              
              10,928Operating
      expenses:Research
      and development
              
              
              6,506
              
              
              
              7,378
              
              
              
              6,826
              
              
              
              5,815
              
              
              
              5,232Less
      - royalty-bearing participation
              
              
              2,113
              
              
              
              2,096
              
              
              
              1,904
              
              
              
              1,735
              
              
              
              1,722Research
      and development, net
              
              
              4,393
              
              
              
              5,282
              
              
              
              4,922
              
              
              
              4,080
              
              
              
              3,510Sales
      and marketing
              
              
              7,486
              
              
              
              9,279
              
              
              
              9,196
              
              
              
              7,881
              
              
              
              6,983General
      and administrative
              
              
              2,818
              
              
              
              2,391
              
              
              
              2,553
              
              
              
              1,689
              
              
              
              2,191Total
      operating expenses
              
              
              14,697
              
              
              
              16,952
              
              
              
              16,671
              
              
              
              13,650
              
              
              
              12,684Operating
      (loss) income
              
              
              (5,484
              )
              
              
              (8,848
              )
              
              
              (526
              )
              
              
              1,292
              
              
              
              (1,756
              )Financing  income
      (expenses), net
              
              
              (309
              )
              
              
              265
              
              
              
              472
              
              
              
              235
              
              
              
              78Net
      (loss) income
              
              
              (5,793
              )
              
              
              (8,583
              )
              
              
              (54
              )
              
              
              1,527
              
              
              
              (1,678
              )Basic
      net (loss) income per ordinary share
              
              $
              (1.16
              )
              
              $
              (2.10
              )
              
              $
              (0.01
              )
              
              $
              0.42
              
              
              $
              (0.50
              )Weighted
      average number of ordinary shares used to compute basic net income (loss)
      per ordinary share
              
              
              4,995,586
              
              
              
              4,084,789
              
              
              
              3,973,509
              
              
              
              3,674,023
              
              
              
              3,363,377Diluted
      net (loss) income per ordinary share
              
              $
              (1.16
              )
              
              $
              (2.10
              )
              
              $
              (0.01
              )
              
              $
              0.39
              
              
              $
              (0.50
              )Weighted
      average number of ordinary shares used to compute diluted net (loss)
      income per ordinary share
              
              
              4,995,586
              
              
              
              4,084,789
              
              
              
              3,973,509
              
              
              
              3,890,396
              
              
              
              3,363,377Balance Sheet Data:Working
      capital
              
              $
              6,194
              
              
              $
              7,224
              
              
              $
              15,343
              
              
              $
              12,987
              
              
              $
              10,051Total
      assets
              
              $
              17,841
              
              
              $
              18,056
              
              
              $
              27,753
              
              
              $
              23,790
              
              
              $
              20,129Shareholders’
      equity
              
              $
              4,985
              
              
              $
              7,578
              
              
              $
              15,373
              
              
              $
              12,485
              
              
              $
              10,024Share
      capital
              
              $
              176
              
              
              $
              122
              
              
              $
              120
              
              
              $
              107
              
              
              $
              101





Exchange Rate Information




The
following table shows, for each of the months indicated, the high and low
exchange rates between the NIS and the U.S. dollar, expressed as NIS per U.S.
dollar and based upon the daily representative rate of exchange as published by
the Bank of Israel:




Month
              
              High
      (NIS)
              
              
              Low
      (NIS)June
      2009 (through June 16)
              
              
              3.887
              
              
              
              4.005May
      2009
              
              
              4.169
              
              
              
              3.958April
      2009
              
              
              4.256
              
              
              
              4.125March
      2009
              
              
              4.245
              
              
              
              4.024February
      2009
              
              
              4.191
              
              
              
              4.012January
      2009
              
              
              4.065
              
              
              
              3.783December
      2008
              
              
              3.990
              
              
              
              3.677




Pg
2


On June
16, 2009 the daily representative rate of exchange between the NIS and U.S.
dollar as published by the Bank of Israel was NIS 3.932 to $1.00.




The
following table shows, for periods indicated, the average exchange rate between
the NIS and the U.S. dollar, expressed as NIS per U.S. dollar, calculated based
on the average of the representative rate of exchange on the last day of each
month during the relevant period as published by the Bank of
Israel:




Year
              
              Average
      (NIS)2008
              
              
              3.5682007
              
              
              4.0852006
              
              
              4.4422005
              
              
              4.5032004
              
              
              4.483




The
effect of exchange rate fluctuations on our business and operations is discussed
in “Item 5 - Operating and Financial Review and Prospects—Impact of Inflation
and Foreign Currency Fluctuations.”




B.
            CAPITALIZATION
      AND INDEBTEDNESS




Not applicable.




C.
            REASONS
      FOR THE OFFER AND USE OF PROCEEDS




Not
applicable.


Pg
3


D.
            RISK
      FACTORS




Our
business, operating results and financial condition could be seriously harmed
due to any of the following risks, among others.  If we do not
successfully address the risks to which we are subject, we could experience a
material adverse effect on our business, results of operations and financial
condition and our share price may decline.  We cannot assure you that
we will successfully address any of these risks.




Risks
Related to Our Business and Our Industry




We have a history of net losses and
may not achieve or sustain profitability in the future.





In the
fiscal years ended December 31, 2008, 2007 and 2006, we incurred losses, and we
also incurred a loss of $1.5 million in the first quarter of 2009. We may
not be profitable in the future, which could materially affect our cash and
liquidity and could adversely affect the value and market price of our shares.
During 2008 we increased our revenues and decreased costs but we were not
profitable. In order to achieve profitability we need to continue to increase
revenues and simultaneously continue to decrease costs. Even if we achieve
profitability, we cannot assure that our future net income will offset our
cumulative losses.





The current global financial crisis may
have significant effects on our customers and suppliers and on our ability to
raise capital that  may result in material adverse effects on our
business, operating results, and share price.





The
current global financial crisis, which has included, among other things,
significant reductions in available capital and liquidity from banks and other
providers of credit, substantial reductions and/or fluctuations in equity and
currency values worldwide, and concerns that the worldwide economy may enter
into a prolonged recessionary period, may materially adversely affect our
customers' access to capital or willingness to spend capital on our products,
and/or their levels of cash liquidity or willingness to pay for products that
they will order or have already ordered from us. In addition, the current global
financial crisis may materially adversely affect our suppliers' access to
capital and liquidity with which to maintain their inventories, production
levels, and/or product quality, and could cause them to raise prices or lower
production levels, or result in their ceasing operation. Further, the current
global financial crisis might adversely affect our access to the capital and
credit markets, resulting in higher financing costs or our inability to raise
capital required for our operations.





The
potential effects of the current global financial crisis are difficult to
forecast and mitigate. As a consequence, our operating results for a particular
period are difficult to predict, and, therefore, prior results are not
necessarily indicative of results to be expected in future periods. Any of the
foregoing effects could have a material adverse effect on our business, results
of operations and financial condition and could adversely affect our share
price.





If
we fail to comply with the financial covenants of a loan provided to us by the
venture lending firm Plenus, it could become due and payable immediately. As a
result, our liquidity position could be adversely impacted or we may not have
enough cash to pay the lender, which would severely harm our business, and
possibly, our solvency.




Under the
terms of the loan we took from Plenus in 2008, we must comply with certain
financial covenants relating to our level of revenues or bookings, net operating
income and cash balances. Under these covenants, beginning in the first quarter
of 2009, our revenues or bookings must be at least $3.0 million per quarter. In
2008, our revenues or bookings needed to be at least $2.5 million per
quarter.  In addition, our operating loss per quarter may not exceed
$1 million. Notwithstanding the foregoing, we shall not be deemed to be in
breach of this operating loss financial covenant even if during any of the
quarters our operating loss exceeds $1 million, if our cumulative operating
losses during such quarter and the immediately preceding and immediately ensuing
financial quarter are less than $3 million in the aggregate.  In addition,
there is a minimum cash balance carve-out. As long as our available cash is
equal to or greater than twice the outstanding loan balance, we do not have to
comply with any of the foregoing revenues/booking or operating loss tests.
Failure to comply with the financial covenants would constitute a default, which
would entitle the lenders to accelerate the loan. If we fail to comply with the
foregoing financial covenants and the lender declares the entire balance of the
loan to be immediately due and payable, this could severely impact our liquidity
position or, under certain circumstances, we may not have enough cash to pay the
lender, which could severely harm our business and possibly our solvency. We are
required to comply with the foregoing financial covenants on a quarterly
basis. As of December 31, 2008, we were not in breach of the applicable
financial covenants. In May 2009, following the repayment of US$500,000 of the
loan principal amount, Plenus granted us a waiver with respect to any claims of
default under the financial covenants as of March 31, 2009. While we believe
that we will comply with the financial covenants, there is no assurance that we
actually will be able to comply with them during any applicable financial
quarter subsequent to the first quarter of 2009.


Pg
4




Our
projected cash flows may not be sufficient to meet our obligations.




If our
cash flow does not meet or exceed our current projections, then our ability to
service our debt and pay other obligations could be materially impaired. We
believe, based on current sales projections and spending, that our existing
capital resources and cash flows from operations will be adequate to satisfy our
liquidity requirements to meet our operating and loan obligations as they come
due through the next twelve months. However if our actual sales and spending
differ from our projections, we may be required to borrow additional funds,
restructure or otherwise refinance our debt or reduce discretionary spending in
order to provide the required liquidity. These alternative measures may not be
available or successful and may not permit us to meet our scheduled debt service
obligations. We cannot assure you that our business will generate sufficient
cash flows or that future borrowings will be available to us in amount
sufficient to enable us to service our debt or to fund our other liquidity
needs. Our ability to continue as a going concern is substantially dependent on
the successful execution of our sales and spending
projections.





We
have a history of quarterly fluctuations and unpredictability in our results of
operations and expect these fluctuations to continue.  This may cause
our stock price to decline.




We have
experienced and expect to experience in the future significant fluctuations in
our quarterly results of operations.  Factors that may contribute to
fluctuations in our quarterly results of operations include:




·
            the
      variation in size and timing of individual purchases by our
      customers;




·
            absence
      of long-term customer purchase
contracts;




·
            seasonal
      factors that may affect capital spending by customers, such as the varying
      fiscal year-ends of customers and the reduction in business during the
      summer months, particularly in
Europe;




·
            the
      relatively long sale cycles for our
products;




·
            competitive
      conditions in our markets;




·
            the
      timing of the introduction and market acceptance of new products or
      product enhancements by us and by our customers, competitors and
      suppliers;




·
            changes
      in the level of operating expenses relative to
  revenues;




Pg
5




·
            product
      quality problems;




·
            supply
      interruptions;




·
            changes
      in global or regional economic conditions or in the telecommunications
      industry;




·
            delays
      in purchasing decisions or customer orders due to customer
      consolidation;




·
            changes
      in the mix of products sold; and




·
            size
      and timing of approval of grants from the Government of
      Israel.




We
believe, therefore, that period-to-period comparisons of our operating results
should not be relied upon as a reliable indication of future
performance.




Our
revenues in any period generally have been, and may continue to be, derived from
a relatively small number of orders with relatively high average revenues per
order. Therefore, the loss of any order or a delay in closing a transaction
could have a more significant impact on our quarterly revenues and results of
operations than on those of companies with relatively high volumes of sales or
low revenues per order. Our products generally are shipped within 15 to 30 days
after orders are received. As a result, we generally do not have a significant
backlog of orders, and revenues in any quarter are substantially dependent on
orders booked, shipped and installed in that quarter.




We may
experience a delay in generating or recognizing revenues for a number of reasons
and based on revenue recognition accounting requirements.  Unfulfilled
orders at the beginning of each quarter are typically substantially less than
our expected revenues for that quarter.  Therefore, we depend on
obtaining orders in a quarter for shipment in that quarter to achieve our
revenue objectives.  Moreover, demand for our products may fluctuate
as a result of seasonality.




Our
revenues for a particular period may also be difficult to predict and may be
adversely affected if we experience a non-linear (back-end loaded) sales pattern
during the period.  We generally experience significantly higher
levels of sales towards the end of a period as a result of customers submitting
their orders late in the period. Such non-linearity in shipments can increase
costs, as irregular shipment patterns result in periods of underutilized
capacity and periods when overtime expenses may be incurred, and also lead to
additional costs associated with inventory planning and
management.  Furthermore, orders received towards the end of the
period may not ship within the period due to our manufacturing lead
times.




Except
for our cost of revenues, most of our costs, including personnel and facilities
costs, are relatively fixed at levels based on anticipated revenue. As a result,
a decline in revenue from even a limited number of orders could result in our
failure to achieve expected revenue in any quarter and unanticipated variations
in the timing of realization of revenue could cause significant variations in
our quarterly operating results and could result in losses.




If our
revenues in any quarter remain level or decline in comparison to any prior
quarter, our financial results could be materially adversely
affected.  In addition, if we do not reduce our expenses in a timely
manner in response to level or declining revenues, our financial results for
that quarter could be materially adversely affected.




Due to
the factors described above, as well as other unanticipated factors, in future
quarters our results of operations could fail to meet the expectations of public
market analysts or investors. If this occurs, the price of our ordinary shares
may fall.




Pg
6




A
slowdown in the telecommunications industry generally, or in the sectors of the
industry that we target (currently primarily 3G and 3.5G Cellular and
triple-play networks), could materially adversely affect our revenues and
results of operations.




Our
future success is dependent upon the continued growth of the telecommunications
industry. The global telecommunications industry is evolving rapidly, and it is
difficult to predict its potential growth rate or future trends in technology
development. The deregulation, privatization and economic globalization of the
worldwide telecommunications market that have resulted in increased competition
and escalating demand for new technologies and services may not continue in a
manner favorable to us or our business strategies. In addition, the growth in
demand for Internet services and the resulting need for high speed or enhanced
telecommunications equipment may not continue at its current rate or at
all.




Our
future success depends upon the increased utilization of our test solutions by
next-generation network operators and telecommunications equipment vendors.
Industry-wide network equipment and infrastructure development driving the
demand for our products and services may be delayed or prevented by a variety of
factors, including cost, regulatory obstacles or the lack of, or reduction in,
consumer demand for advanced telecommunications products and services.
Telecommunications equipment vendors and network operators may not develop new
technology or enhance current technology. Further, any such new technology or
enhancements may not lead to greater demand for our products.




During
previous economic downturns, the telecommunications industry experienced
significant financial pressures that caused many in the industry to cut expenses
and limit investment in capital intensive projects. Although we are unable to
determine what the full effects of the current economic crisis will be, the
current global recession may lead to significant adverse consequences for our
customers and our business.




During
adverse conditions in the business environment for telecommunications companies,
service providers need to control operating expenses and capital investment
budgets which may result in slowed customer buying decisions and price pressures
that can adversely affect our revenues. Adverse market conditions in the future
could have a negative impact on our business by reducing the number of new
contracts we are able to sign and the size of initial spending commitments, as
well as by decreasing the level of discretionary spending under contracts with
existing customers. In addition, a reoccurrence of the slowdown in the buying
decisions of service providers could extend our sales cycle period and limit our
ability to forecast our flow of new contracts.





Beginning
in the fourth quarter of 2008, we began to be strongly affected by the global
economic downturn as we experienced a lengthening of the sales cycle and delays
and freezes in scheduled projects.





Continued
negative trends and factors affecting the telecommunications industry
specifically and the economy in general may result in reduced demand and pricing
pressure on our products.




Negative
trends and factors affecting the telecommunications industry specifically and
the economy in general over the past several years have negatively affected our
results of operations. As a result of the build-up of capacity by
telecommunications companies in the late 1990s, the telecommunications sector
has been facing significant challenges from excess capacity, new technologies
and intense price competition. This excess network capacity, combined with the
failure of many competitors in the telecommunications sector, has contributed to
delayed adoption of next-generation cellular and wireline networks. In addition,
weak economic conditions that started during the second half of 2007 resulted in
reduced capital expenditures, reluctance to commit to long-term capital outlays
and longer sales processes for network procurements by our
customers.  Furthermore, during 2008, we were affected by a slowdown
in the pace of new 3G and 3.5G Cellular deployments. Generally, if economic
growth in the United States and other countries’ economies is slowed, many
customers may delay or reduce technology purchases. This could result in
reductions in sales of our products, longer sales cycles, slower adoption of new
technologies and increased price competition. During 2008, we were impacted by
the economic conditions in the United States, which led to a decrease of our
sales to North America from $4.3 million in 2007 to $2.5 million in 2008. In
addition, weakness in the end-user market could negatively affect the cash flow
of our distributors and resellers who could, in turn, delay paying their
obligations to us. This would increase our credit risk exposure and cause delays
in our recognition of revenues on future sales to these customers. Any of these
events would likely harm our business, operating results and financial
condition. If global economic and market conditions, or economic conditions in
the United States or other key markets continue to deteriorate, we may
experience material impacts on our business, operating results, and financial
condition such as our decreased sales in North America described
above.


Pg
7


Finally,
an overall trend toward industry consolidation and rationalization among our
customers, competitors and suppliers can affect our business, especially if any
of the sectors we service or the countries or regions in which we do business
are affected. Industry consolidation may slow down the implementation of new
systems and technologies. Any future weakness in the economy or the
telecommunications industry could affect us through reduced demand for our
products, leading to a reduction in revenues and a material adverse effect on
our business and results of operations.




We
expect our gross margins to vary over time and our recent level of gross margins
may not be sustainable or improved, which may have a material adverse effect on
our future profitability.




Our
recent level of gross margins may not be sustainable or improved and may be
adversely affected by numerous factors, including:


·
            increased
      price competition;


·
            increased
      industry consolidation among our customers, which may lead to decreased
      demand for and downward pricing pressure on our
  products;


·
            changes
      in customer, geographic, or product
mix;


·
            our
      ability to reduce and control production
costs;


·
            increases
      in material or labor costs;


·
            excess
      inventory and inventory holding
costs;


·
            obsolescence
      charges;


·
            reductions
      in cost savings due to changes in component pricing or charges incurred
      due to inventory holding periods if parts ordering does not correctly
      anticipate product demand;


·
            changes
      in distribution channels;


·
            losses
      on customer contracts; and


·
            increased
      warranty costs.





Our failure to sustain or improve our
recent level of gross margins due to these or other factors may have a material
adverse effect on our results of operations.




The
market for our products is characterized by changing technology, requirements,
standards and products, and we may be materially adversely affected if we do not
respond promptly and effectively to such changes.




The
telecommunications market for our products is characterized by rapidly changing
technology, changing customer requirements, evolving industry standards and
frequent new product introductions, certain changes of which could reduce the
market for our products or require us to develop new products. For example, the
new IPTV (Internet Protocol TV) market required us to develop a new product to
keep ahead of customer requirements.


Pg
8




New or
enhanced telecommunications and data communications-related products developed
by other companies could be incompatible with our
products.  Therefore, our timely access to information concerning, and
our ability to anticipate, changes in technology and customer requirements and
the emergence of new industry standards, as well as our ability to develop,
manufacture and market new and enhanced products successfully and on a timely
basis, will be significant factors in our ability to remain competitive. For
example, many of our strategic initiatives and investments are aimed at meeting
the requirements of application providers of 3G and 3.5G Cellular and
triple-play networks.  If networking evolves toward greater emphasis
on application providers, we believe we have positioned ourselves well relative
to our key competitors.  If it does not, however, our initiatives and
investments in this area may be of no or limited value.  As a result
we cannot quantify the impact of new product introductions on our future
operations.




In
addition, as a result of the need to develop new and enhanced products, we
expect to continue making investments in research and development before or
after product introductions.  Some of our research and development
activities relate to long-term projects, and these activities may fail to
achieve their technical or business targets and may be terminated at any point,
and revenues expected from these activities may not be received for a
substantial time, if at all.




Our
inventory may become obsolete or unusable.




We make
advance purchases of various component parts in relatively large quantities to
ensure that we have an adequate and readily available supply. Our failure to
accurately project our needs for these components and the demand for our
products that incorporate them, or changes in our business strategy or
technology that reduce our need for these components, could result in these
components becoming obsolete prior to their intended use or otherwise unusable
in our business. This would result in a write-off of inventories for these
components.




Any
reversal or slowdown in deregulation of telecommunications markets could
materially harm the markets for our products.




Future
growth in the markets for our products will depend, in part, on the continued
privatization, deregulation and the restructuring of telecommunications markets
worldwide, as the demand for our products is generally higher when a competitive
environment exists. Any reversal or slowdown in the pace of this privatization,
deregulation or restructuring could materially harm the markets for our
products.  Moreover, the consequences of deregulation are subject to
many uncertainties, including judicial and administrative proceedings that
affect the pace at which the changes contemplated by deregulation occur, and
other regulatory, economic and political factors.  Furthermore, the
uncertainties associated with deregulation have in the past, and could in the
future, cause our customers to delay purchasing decisions pending the resolution
of these uncertainties.




Many of our customers require a
lengthy, detailed and comprehensive evaluation process before they order our
products. Our sales process has been subject to delays that have significantly
decreased our revenues and which could result in the eventual cancellations of
some sale opportunities.




We
derive substantially all of our revenues from the sale of products and related
services for telecommunications service providers. The purchase of our products
represents a relatively significant capital expenditure for our customers. As a
result, our products generally undergo a lengthy evaluation and purchase process
before we can sell them. In recent years, our customers have been conducting a
more stringent and detailed evaluation of our products and decisions are subject
to additional levels of internal review. This trend has intensified recently as
part of the current economic environment. As a result, the evaluation process
has significantly lengthened. This evaluation process generally takes between
six and 18 months. The following factors, among others, affect the length of the
approval process:


Pg
9




·
            the
      time involved for our customers to determine and announce their
      specifications;


·
            the
      time required for our customers to process approvals for purchasing
      decisions;


·
            the
      complexity of the products
involved;


·
            the
      technological priorities and budgets of our customers;
  and


·
            the
      need for our customers to obtain or comply with any required regulatory
      approvals.





If
customers continue to subject our products to lengthy evaluation processes,
continue to delay project approval, delays lengthen further, or if such
continued delays result in the eventual cancellation of any sale opportunities,
it could harm our business and results of operations.




Our visibility of future sales is
severely limited due to the short lead time of customer
orders.




As a
result of the short lead time for firm purchase orders, we are unable to
accurately forecast future revenues from product sales. As a result, even
dramatic fluctuations in revenue (whether increase or decrease) might not be
detected until the very end of a financial quarter, which may not enable us to
monitor costs in a timely manner to compensate for such
fluctuations.





We
may undertake further reorganizations, which may adversely impact our
operations, and we may not realize all of the anticipated benefits of our prior
or any future reorganizations.





We
continue to reorganize and transform our business to realign resources and
achieve desired cost savings in an increasingly competitive market. During 2007
and 2008, we undertook a series of reorganizations of our operations involving,
among other things, the reduction of our workforce. If we reduce our workforce
in the future, we may incur additional reorganizations and related expenses,
which could have a material adverse effect on our business, financial condition
or results of operations.





We have
based our reorganization efforts on certain assumptions regarding the cost
structure of our businesses. Our assumptions may or may not be correct and we
may also determine that further reorganizations will be needed in the future. We
therefore cannot assure you that we will realize all of the anticipated benefits
of the reorganizations or that we will not further reduce or otherwise adjust
our workforce or exit, or dispose of, certain businesses. Any decision by
management to further limit investment, exit, or dispose of businesses may
result in the recording of additional reorganization charges, and might also
adversely affect our ability to generate revenues from our business. As a
result, the costs actually incurred in connection with the reorganization
efforts may be higher than originally planned and may not lead to the
anticipated cost savings and/or improved results.





In addition, employees, whether or not
directly affected by reorganizaations, may seek future employment with our
business partners, customers or competitors. We cannot assure you that the
confidential nature of our proprietary information will not be compromised by
any such employees who terminate their employment with us. Further, we believe
that our future success will depend in large part upon our ability to attract,
incent and retain highly skilled personnel. We may have difficulty attracting
and retaining such personnel as a result of a perceived risk of future workforce
reductions.





Our
non-competition agreements with our employees may not be
enforceable.  If any of these employees leaves us and joins a
competitor, our competitor could benefit from the expertise our former employee
gained while working for us.




We
currently have non-competition agreements with our key employees in Israel.
These agreements
prohibit those employees, while they work for us and after they cease to work
for us, from directly competing with us or working for our
competitors.  Under current U.S. and Israeli law, we may not be able
to enforce these non-competition agreements.  If we are unable to
enforce any of these agreements, our competitors that employ our former
employees could benefit from the expertise our former employees gained while
working for us.  In addition, we have non-competition agreements with
employees outside of Israel, and we can not guarantee that such agreements are
enforceable under applicable law.


Pg
10





Our
business could be harmed if we were to lose the services of one or more members
of our senior management team, or if we are unable to attract and retain
qualified personnel.




Our
future growth and success depends to a significant extent upon the continuing
services of our executive officers and other key employees. We do not have
long-term employment agreements or non-competition agreements with any of our
employees. Competition for qualified management and other high-level
telecommunications industry personnel is intense, and we may not be successful
in attracting and retaining qualified personnel. If we lose the services of any
key employees, we may not be able to manage our business successfully or to
achieve our business objectives.




Our
success also depends on our ability to identify, attract and retain qualified
technical, sales, finance and management personnel. We have experienced, and may
continue to experience, difficulties in hiring and retaining candidates with
appropriate qualifications. If we do not succeed in hiring and retaining
candidates with appropriate qualifications, our revenues and product development
efforts could be harmed.




We
may lose significant market share as a result of intense competition in the
markets for our existing and future products.




Many
companies compete with us in the market for network testing and service
monitoring solutions.  We expect that competition will increase in the
future, both with respect to products that we currently offer and products that
we are developing.  Moreover, manufacturers of data communications and
telecommunications equipment, which are current and potential customers of ours,
may in the future incorporate into their products capabilities similar to ours,
which would reduce the demand for our products.  In addition,
affiliates of ours that currently provide services to us may, in the future,
compete with us.




Many of
our existing and potential competitors have substantially greater resources,
including financial, technological, engineering, manufacturing and marketing and
distribution capabilities, and several of them may enjoy greater market
recognition than us.  We may not be able to compete effectively with
our competitors.  A failure to do so could adversely affect our
revenues and profitability.




We
are dependent upon the success of distributors and sales representatives who are
under no obligation to distribute our products.




We are
highly dependent upon our distributors for their active marketing and sales
efforts and for the distribution of our products, and sales representatives in
North America to a lesser degree.  Many of our distributors outside of
North America and China are the only entities engaged in the distribution of our
products in their respective geographical areas.  Typically, our
arrangements with them do not prevent our distributors from distributing
competing products, or require them to distribute our products in the
future.  Our distributors may not give a high priority to marketing
and supporting our products.  Our results of operations could be
materially adversely affected by changes in the financial situation, business or
marketing strategies of our distributors.  Any such changes could
occur suddenly and rapidly.


Pg
11




We
may lose customers and/or distributors on whom we currently depend and we may
not succeed in developing new distribution channels.




Our seven
largest distributors accounted for a total of approximately 57.5% of our sales
in 2008, 39.3% of our sales in 2007 and 40.7% of our sales in
2006.  Two of our distributors; one in South America and another one
in Europe each accounted for more than 10% of our sales in 2008. If we terminate
or lose any of our distributors or if they downsize significantly, we may not be
successful in replacing them on a timely basis, or at all.  Any
changes in our distribution and sales channels, particularly the loss of a major
distributor or our inability to establish effective distribution and sales
channels for new products, will impact our ability to sell our products and
result in a loss of revenues.




Our
large customers have substantial negotiating leverage, which may require that we
agree to terms and conditions that may have an adverse effect on our
business.





Large
telecommunications providers have substantial purchasing power and leverage in
negotiating contractual arrangements with us. These customers may require us to
develop additional features and may impose penalties on us for failure to
deliver such features on a timely basis, or failure to meet performance
standards. As we seek to sell more products to large service providers, we may
be required to agree to these less advantageous terms and conditions, which may
decrease our revenues and/or increase the time it takes to convert orders into
revenues, resulting in an adverse affect on our results of
operations.




We
could be subject to warranty claims and product recalls, which could be very
expensive and harm our financial condition.




Products
as complex as ours sometimes contain undetected errors.  These errors
can cause delays in product introductions or require design
modifications.  In addition, we are dependent on other suppliers for
key components that are incorporated in our products.  Defects in
systems in which our products are deployed, whether resulting from faults in our
products or products supplied by others, due to faulty installation or any other
cause, may result in customer dissatisfaction, product return and, potentially,
product liability claims being filed against us.  Our warranties
permit customers to return defective products for repair. The warranty period is
for one year. During the past few years, customer returns have not been
substantial. Any failure of a system in which our products are deployed (whether
or not our products are the cause), any product recall or product liability
claims with any associated negative publicity, could result in the loss of, or
delay in, market acceptance of our products and harm to our
business.




We
incorporate open source technology in our products, which may expose us to
liability and have a material impact on our product development and
sales.




Some of our products utilize open
source technologies. These technologies are licensed to us on varying license
structures, including the General Public License. This license and others like
it pose a potential risk to products in the event they are inappropriately
integrated. In the event that we have not, or do not in the future, properly
integrate software that is subject to such licenses into our products, we may be
required to disclose our own source code to the public, which could enable our
competitors to eliminate any technological advantage that our products may have
over theirs. Any such requirement to disclose our source code or other
confidential information related to our products could, therefore, materially
adversely affect our competitive advantage and impact our business results of
operations and financial condition.


Pg
12




We
depend on limited sources for key components and if we are unable to obtain
these components when needed, we will experience delays in manufacturing our
products.




We
currently obtain key components for our products from either a single supplier
or a limited number of suppliers.  We do not have long-term supply
contracts with any of our existing suppliers.  This presents the
following risks:




·
            Delays
      in delivery or shortages in components could interrupt and delay
      manufacturing and result in cancellations of orders for our
      products.




·
            Suppliers
      could increase component prices significantly and with immediate
      effect.




·
            We
      may not be able to locate alternative sources for product
      components.




·
            Suppliers
      could discontinue the manufacture or supply of components used in our
      products.  This may require us to modify our products, which may
      cause delays in product shipments, increased manufacturing costs and
      increased product prices.




·
            We
      may be required to hold more inventory than would be immediately required
      in order to avoid problems from shortages or
    discontinuance.




·
            We
      have experienced delays and shortages in the supply of components on more
      than one occasion in the past.  This resulted in delays in our
      delivering products to our
customers.




We
depend on a limited number of independent manufacturers, which reduces our
ability to control our manufacturing process.




We rely
on a limited number of independent manufacturers, some of which are small,
privately held companies, to provide certain assembly services to our
specifications. We do not have any long-term supply agreements with any
third-party manufacturer. If our assembly services are reduced or interrupted,
our business, financial condition and results of operations could be adversely
affected until we are able to establish sufficient assembly services supply from
alternative sources. Alternative manufacturing sources may not be able to meet
our future requirements, and existing or alternative sources may not continue to
be available to us at favorable prices.




Our
proprietary technology is difficult to protect and unauthorized use of our
proprietary technology by third parties may impair our ability to compete
effectively.




Our
success and ability to compete depend in large part upon protecting our
proprietary technology.  We rely upon a combination of contractual
rights, software licenses, trade secrets, copyrights, nondisclosure agreements
and technical measures to establish and protect our intellectual property rights
in our products and technologies.  In addition, we sometimes enter
into non-competition, non-disclosure and confidentiality agreements with our
employees, distributors and manufacturers’ representatives, and certain
suppliers with access to sensitive information.  However, we have no
registered patents, and these measures may not be adequate to protect our
technology from third-party infringement.  Moreover, pursuant to
current U.S. and Israeli laws, we may not be able to enforce certain existing
non-competition agreements.  Additionally, effective trademark, patent
and trade secret protection may not be available in every country in which we
offer, or intend to offer, our products.




Because
we received grants from the Israeli Office of the Chief Scientist, we are
subject to ongoing restrictions.




We
received royalty-bearing grants from the Office of the Chief Scientist of the
Israeli Ministry of Industry, Trade and Labor, or the Chief Scientist, for
research and development programs that meet specified criteria. In addition to
our obligation to pay to the Chief Scientist royalties on revenues from products
(and related services) that incorporate know-how developed with these grants,
our ability to transfer such know-how outside of Israel is limited, regardless
of whether the royalties were fully paid. Any non-Israeli citizen, resident or
entity that, among other things, becomes a holder of 5% or more of our share
capital or voting rights, is entitled to appoint one or more of our directors or
our chief executive officer, or serves as one of our directors or as our chief
executive officer, is generally required to notify the same to the Chief
Scientist and to undertake to observe the law governing the grant programs of
the Chief Scientist, the principal restrictions of which are the transferability
limits described above.


Pg
13




We
may be subject to litigation, including without limitation, regarding
infringement claims or claims that we have violated intellectual property
rights, which could seriously harm our business.




Third
parties may from time to time assert against us infringement claims or claims
that we have violated a patent or infringed a copyright, trademark or other
proprietary right belonging to them.  If such infringement were found
to exist, we might be required to modify our products or intellectual property
or obtain a license or right to use such technology or intellectual
property.  Any infringement claim, even if not meritorious, could
result in the expenditure of significant financial and managerial
resources.




Yehuda
Zisapel and Zohar Zisapel beneficially own approximately 43.1% of our ordinary
shares and therefore have significant influence over the outcome of matters
requiring shareholder approval, including the election of
directors.




As of
June 15, 2009, Yehuda Zisapel and Zohar Zisapel (our Chairman of the Board of
Directors), who are brothers, beneficially owned an aggregate of 2,049,586
ordinary shares, representing approximately 43.1% of our outstanding ordinary
shares.  As a result, despite that each one of them, to our knowledge,
operates independently from the other with respect to their respective
shareholding of our shares, Yehuda Zisapel and Zohar Zisapel have significant
influence over the outcome of various actions that require shareholder approval,
including the election of our directors.  In addition, Yehuda Zisapel
and Zohar Zisapel may be able to delay or prevent a transaction in which
shareholders might receive a premium over the prevailing market price for their
shares and prevent changes in control or in management.




We
engage in transactions, and compete, with companies controlled by Yehuda Zisapel
and Zohar Zisapel, which may result in potential conflicts.




We are
engaged in, and expect to continue to be engaged in, numerous transactions with
companies controlled by Yehuda Zisapel and Zohar Zisapel.  We believe
that such transactions are beneficial to us and are generally conducted upon
terms that are no less favorable to us than would be available from unaffiliated
third parties.  Nevertheless, these transactions may result in a
conflict of interest between what is best for us and the interests of the other
parties in such transactions. In addition, several products of such affiliated
companies may be used in place of our products, and it is possible that direct
competition between us and one or more of such affiliated companies may develop
in the future.  Moreover, opportunities to develop, manufacture, or
sell new products (or otherwise enter new fields) may arise in the future and be
pursued by one or more affiliated companies instead of or in competition with
us.  This could materially adversely affect our business and results
of operations.




We
may encounter difficulties with our international operations and sales which
could affect our results of operations.




While we
are headquartered in Israel, approximately 98.1% of our sales in 2008, 96.4% of
our sales in 2007 and 98.5% of our sales in 2006 were generated outside of
Israel, including in North America, Europe, Asia, South America and
Australia.  This subjects us to many risks inherent in international
business activities, including:


Pg
14




·
            national
      standardization and certification requirements and changes in tax law and
      regulatory requirements;




·
            longer
      sales cycles, especially upon entry into a new geographic
      market;




·
            export
      license requirements;




·
            trade
      restrictions;




·
            changes
      in tariffs;




·
            currency
      fluctuations;




·
            economic
      or political instability;




·
            greater
      difficulty in safeguarding intellectual property;
  and




·
            difficulty
      in managing overseas subsidiaries, branches or international
      operations.




We may
encounter significant difficulties in connection with the sale of our products
in international markets as a result of one or more of these
factors.




Because most of our revenues are
generated in U.S. dollars but a significant portion of our expenses are incurred
in New Israeli Shekels, our results of operations may be seriously harmed by
currency fluctuations and inflation.




Although
we sell in markets throughout the world, most of our revenues are generated in
U.S dollars and the majority of our cost of revenues is incurred, primarily in
transactions denominated in dollars. Accordingly, we consider the U.S. dollar to
be our functional currency. However, a significant portion of our expenses is in
NIS, mainly related to employee expenses. Therefore, fluctuations in exchange
rates between the NIS and the U.S. dollar may have an adverse effect on our
results of operations and financial condition. We may also be exposed to this
risk to the extent that the rate of inflation in Israel exceeds the rate of
potential devaluation of the NIS in relation to the dollar or if the timing of
such devaluation lags behind inflation in Israel. In either event, the dollar
cost of our operations in Israel will increase and our dollar-measured results
of operations will be adversely affected.




Moreover,
as currently our revenues are denominated primarily in U.S. dollars, devaluation
in the local currencies of our customers relative to the U.S. dollar could cause
customers to default on payment. An increasing portion of our revenues is now
denominated in Euros, and in the future additional revenues may be denominated
in currencies other than U.S. dollars, thereby exposing us to gains and losses
on non-U.S. currency transactions.




Any
inability to comply with Section 404 of the Sarbanes-Oxley Act of 2002 regarding
having effective  internal control procedures may negatively impact
the report on our financial statements to be provided by our independent
auditors.




We are
subject to the reporting requirements of the United States Securities and
Exchange Commission (the “SEC”).  The SEC, as directed by Section 404
of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), adopted rules
requiring public companies to include a report of management on the Company’s
internal control over financial reporting in its annual report on Form 10-K or
Form 20-F, as the case may be, that contains an assessment by management of the
effectiveness of the Company’s internal control over financial
reporting.  In addition, the Company’s independent registered public
accountants must attest to and report on the effectiveness of the Company’s
internal control over financial reporting.  Our management may not
conclude that our internal controls over financial reporting are
effective.  Moreover, even if our management does conclude that our
internal controls over financial reporting are effective, if the independent
accountants are not satisfied with our internal controls, the level at which our
controls are documented, designed, or operated , they may issue an adverse
opinion on our internal control over financial reporting.  Any of
these possible outcomes could result in a loss of investor confidence in the
reliability of our financial statements, which could negatively impact the
market price of our shares. Further, we may identify material weaknesses or
significant deficiencies in our assessments of our internal controls over
financial reporting.  Failure to maintain effective internal controls
over financial reporting could result in investigation or sanctions by
regulatory authorities and could have a material adverse effect on our operating
results, investor confidence in our reported financial information and the
market price of our ordinary shares.


Pg
15




As a
non-accelerated filer, we must now comply with the annual disclosure
requirements of Section 404 regarding management’s report on internal control
over financial reporting. Pursuant to Section 404(b), we will be required to
provide our independent accountant’s attestation in the 2009 annual report,
i.e., for the year ended December 31, 2009.




If we
determine that we are not in compliance with Section 404, we may be
required to implement new internal control procedures and re-evaluate our
financial reporting. We may experience higher than anticipated operating
expenses as well as outside auditor fees during the implementation of these
changes and thereafter. Further, we may need to hire additional qualified
personnel in order for us to be compliant with Section 404. If we are
unable to implement these changes effectively or efficiently, it could harm our
operations, financial reporting or financial results and could result in our
conclusion that our internal controls over financial reporting are not
effective.




Our
adoption of SFAS 123(R) will result in ongoing accounting charges that will
significantly reduce our net income.




In
December 2004, the Financial Accounting Standards Board (the “FASB”) issued
Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based
Payment” (“SFAS 123(R)”), which requires all companies to measure compensation
expense for all share-based payments (including employee stock options) at fair
value, and which became effective for public companies for annual reporting
periods of fiscal years beginning after June 15, 2005. Our adoption of SFAS
123(R) required us to record an expense of $530,000 for stock-based compensation
plans during 2008 and will continue to result in ongoing accounting charges that
will significantly reduce our net income.




If
we are characterized as a passive foreign investment company, our U.S.
shareholders may suffer adverse tax consequences.




As more
fully described below in “Item 10—Additional Information—Taxation—United States
Federal Income Tax Considerations—Taxation of Ordinary Shares—Passive Foreign
Investment Company Status,” if for any taxable year 75% of our gross income is
passive income, or at least 50% of the fair market value of our assets, averaged
quarterly over our taxable year, that produce (or are held for the production
of) passive income, we may be characterized as a passive foreign investment
company (“PFIC”) for U.S. federal income tax purposes.  The market
capitalization approach has generally been used to determine the fair market
value of the assets of a publicly traded corporation, although the IRS and the
courts have accepted other valuation methods in certain valuation
contexts.  If we are classified as a PFIC, our U.S. shareholders could
suffer adverse U.S. tax consequences, including gain on the disposition of our
ordinary shares being treated as ordinary income and any resulting U.S. federal
income tax being increased by an interest charge.  Rules similar to
those applicable to dispositions generally will apply to certain “excess
distributions” in respect of our ordinary shares.  For our 2008
taxable year, based on the market capitalization approach, the average
percentage of our passive assets to the fair market value of our total assets
was slightly below 50%.  Therefore, we believe that we should not be
classified as a PFIC for 2008.  However, there are no assurances that
the IRS will agree with our conclusion or that we will not become a PFIC in
subsequent taxable years.  U.S. shareholders should consult with their
own U.S. tax advisors with respect to the U.S. tax consequences of investing in
our ordinary shares.


Pg
16




Volatility
of the market price of our ordinary shares could adversely affect us and our
shareholders.




The
market price of our ordinary shares has been and is likely to continue to be
highly volatile and could be subject to wide fluctuations in response to
numerous factors, including the following:




·
            market
      conditions or trends in our
industry;




·
            political,
      economic and other developments in the State of Israel and
      worldwide;




·
            actual
      or anticipated variations in our quarterly operating results or those of
      our competitors;




·
            announcements
      by us or our competitors of technological innovations or new and enhanced
      products;




·
            changes
      in the market valuations of our
competitors;




·
            announcements
      by us or our competitors of significant
  acquisitions;




·
            entry
      into strategic partnerships or joint ventures by us or our competitors;
      and




·
            additions
      or departures of key personnel.




In
addition, the stock market in general, and the market for Israeli and technology
companies in particular, has been highly volatile.  Many of these
factors are beyond our control and may materially adversely affect the market
price of our ordinary shares, regardless of our
performance.  Shareholders may not be able to resell their ordinary
shares following periods of volatility because of the market’s adverse reaction
to such volatility and we may not be able to raise capital through an offering
of securities.




From
time to time we may need to raise financing.  If adequate funds are
not available on terms favorable to us or to our shareholders, our operations
and growth strategy will be materially adversely affected.




From time
to time we may be required to raise financing in connection with our operations
and growth strategy. We do not know whether additional financing will be
available when needed, or whether it will be available on terms favorable to us.
This may prove even more challenging due to the current global financial
crisis.  If adequate funds are not available on terms favorable to us
or to our shareholders, our operations will be materially adversely
affected.




We
might not satisfy all the requirements for continued listing on the NASDAQ
Capital Market, and our shares may be delisted.




Following
a one-to-four reverse share split that we effected on June 16, 2008, we are
currently in compliance with all requirements for continued listing on the
NASDAQ Capital Market, to which we transferred from the NASDAQ Global Market on
October 1, 2007.  We cannot assure you, however, that we will maintain
such compliance over the long term or that we will be able to maintain
compliance with all of the continued listing requirements for the NASDAQ Capital
Market. If we fail to comply with any of the continued listing requirements, we
could be delisted from the NASDAQ Capital Market.  Our shares would
then be quoted on the Over-The-Counter Bulletin Board (assuming we satisfied the
continued listing requirements for that quotation system).  During
2007 and 2008, our share price decreased below the required minimum bid
price.  In addition, in 2007, we fell below the minimum $10 million
shareholders’ equity requirement of the NASDAQ Global Market and we had to
transfer to the NASDAQ Capital Market, which requires a mimimum of $1 million
shareholder’s equity, in order to continue to be listed on NASDAQ. The
post-reverse share split price of our ordinary shares was approximately $2.50
per share as of June 1, 2008, however since then our share price has declined to
below $1.00 per share. Given the continued extraordinary market conditions,
NASDAQ has implemented a temporary suspension on the enforcement of the minimum
$1.00 bid price and the minimum market value of publicly held shares listing
requirements for continued listing until July 20, 2009. If our share price does
not increase to a minimum share price of $1.00 per share when this suspension is
lifted, we will not be in compliance with all requirements for continued listing
on the NASDAQ Capital Market.


Pg
17




Further,
in March 2009 we notified the Tel Aviv Stock Exchange of our decision to
voluntarily delist from it, which will become effective on July 1, 2009. Such
delisting, coupled with our potential involuntary delisting from the NASDAQ
Capital Market, may materially and adversely affect the liquidity of our
ordinary shares, which may result in declines in our share price.




The trading volume of our shares has
been low in the past and may be low in the future, resulting in lower than
expected market prices for our shares.




Our shares have been traded at low
volumes in the past and may be traded at low volumes in the future for reasons
related or unrelated to our performance. This low trading volume may result in
lesser liquidity and lower than expected market prices for our ordinary shares
and our shareholders may not be able to resell their shares for more than they
paid for them.




We are affected by volatility in the
securities markets.




The
securities markets in general have experienced volatility which has particularly
affected the securities of many high-technology companies and particularly those
in the fields of communications, software and internet, including companies that
have a significant presence in Israel. This volatility has often been unrelated
to the operating performance of these companies and may cause difficulties in
raising additional financing required to effectively operate and grow their
businesses. Such difficulties and the volatility of the securities markets in
general may affect our financial results.




Risks
Relating to Our Location in Israel




Conditions
in Israel affect our operations and may limit our ability to produce and sell
our products.




We are
incorporated under Israeli law and our principal offices and manufacturing and
research and development facilities are located in the State of
Israel.  Political, economic and military conditions in Israel
directly affect our operations.  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 in degree and
intensity, has led to security and economic problems for Israel.  We
could be adversely affected by hostilities involving Israel, the interruption or
curtailment of trade between Israel and its trading partners, a significant
increase in inflation, or a significant downturn in the economic or financial
condition of Israel.  Since October 2000, there has been a marked
increase in hostilities between Israel and the Palestinians, which has adversely
affected the peace process and has negatively influenced Israel’s relationship
with several Arab countries. Also, the political and security situation in
Israel may result in certain parties with whom we have contracts claiming that
they are not obligated to perform their commitments pursuant to force majeure
provisions of those contracts. In January 2006, Hamas, an Islamic movement
responsible for many attacks against Israelis, won the majority of the seats in
the Parliament of the Palestinian Authority. The election of a majority of
Hamas-supported candidates is expected to be a major obstacle to relations
between Israel and the Palestinian Authority, as well as to the stability in the
Middle East as a whole. During the third quarter of 2006, Israel was engaged in
war with the Hezbollah in Lebanon; however, the war did not materially affect
the Company’s results. There have been extensive hostilities along Israel's
border with the Gaza Strip since June 2007 when the Hamas effectively took
control of the Gaza Strip. Following seizing control over the Gaza Strip, Hamas
has launched hundreds of missiles from the Gaza Strip against Israeli population
centers, disrupting day-to-day civilian life in southern Israel. This led to an
armed conflict between Israel and the Hamas during December 2008 and January
2009.


Pg
18




Since our
manufacturing facilities are located exclusively in Israel, we could experience
disruption of our manufacturing due to acts of terrorism or any other
hostilities involving or threatening Israel.  If an attack were to
occur, any Israeli military response that results in the call to duty of the
country’s reservists (as further discussed below) could affect the performance
of our Israeli facilities for the short term.  Our business
interruption insurance may not adequately compensate us for losses that may
occur and any losses or damages incurred by us could have a material adverse
effect on our business.  We do not believe that the political and
security situation has had any material impact on our business to date; however,
we can give no assurance that it will have no such effect in the
future.




Some
neighboring countries, as well as certain companies and organizations, continue
to participate in a boycott of Israeli firms and others doing business with
Israel or with Israeli companies.  We are also precluded from
marketing our products to certain of these countries due to U.S. and Israeli
regulatory restrictions.  Because none of our revenue is currently
derived from sales to these countries, we believe that the boycott has not had a
material adverse effect on us.  However, restrictive laws, policies or
practices directed towards Israel or Israeli businesses could have an adverse
impact on the expansion of our business.




All male
adult citizens and permanent residents of Israel under the age of 51 are, unless
exempt, obligated to perform military reserve duty
annually.  Additionally, these residents are subject to being called
to active duty at any time under emergency circumstances.  Many of our
officers and employees are currently obligated to perform annual reserve
duty.  Given these requirements, we believe that we have operated
relatively efficiently since beginning our operations. However, we cannot assess
what the full impact of these requirements on our workforce or business would be
if the situation with the Palestinians changed, and we cannot predict the effect
on our business operations of any expansion or reduction of these military
reserve requirements.




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




We
currently receive grants and potential tax benefits under Government of Israel
programs.  In order to maintain our eligibility for these programs and
benefits, we must continue to meet specific conditions, including making
specific investments in fixed assets and paying royalties with respect to grants
received.  In addition, some of these programs restrict our ability to
manufacture particular products outside of Israel or to transfer particular
technology.  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, or pay increased
taxes.  These programs and tax benefits may be discontinued or
curtailed in the future.  If we do not receive these grants in the
future, we will have to allocate funds to product development at the expense of
other operational costs.  The amount, if any, by which our taxes will
increase depends upon the rate of any tax increase, the amount of any tax
benefit reduction and the amount of any taxable income that we may earn in the
future.  If the Government of Israel ends these programs and tax
benefits, our business, financial condition and results of operations could be
materially adversely affected.




Provisions
of Israeli law may delay, prevent or make difficult a merger or acquisition of
us, which could prevent a change of control and depress the market price of our
shares.




The
Israeli Companies Law (the “Companies Law”) generally requires that a merger be
approved by a company’s board of directors and by a majority of the shares
voting on the proposed merger.  Unless a court rules otherwise, the
statutory merger will not be deemed approved if shares representing a majority
of the voting power present at the shareholders meeting, and which are not held
by the potential merger partner (or by any person who holds 25% or more of the
shares of capital stock or the right to appoint 25% or more of the directors of
the potential merger partner 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 its obligations.  In addition, a merger may
generally not be completed unless at least (i) 50 days have passed since the
filing of the merger proposal with the Israeli Registrar of Companies by each of
the merging companies, and (ii) 30 days have passed since the merger was
approved by the shareholders of each of the parties to the
merger.


Pg
19


Finally,
Israeli tax law treats some acquisitions, such as stock-for-stock exchanges
between an Israeli company and a foreign company less favorably than do U.S. tax
laws.  For example, Israeli tax law may, under certain circumstances,
subject a shareholder who exchanges his ordinary shares for shares in another
corporation to taxation prior to the sale of the shares received in such a
stock-for-stock swap.




These
provisions of Israeli corporate and tax law and the uncertainties surrounding
such law may have the effect of delaying, preventing or making more difficult a
merger with us or an acquisition of us.  This could prevent a change
of control over us and depress our ordinary shares’ market price which otherwise
might rise as a result of such a change of control.




It
may be difficult to (i) effect service of process, (ii) assert U.S.
securities laws claims and (iii) enforce U.S. judgments in Israel against
directors, officers and auditors named in this annual report.




We are
incorporated in Israel.  All of our executive officers and directors
named in this annual report are non-residents of the United States, except for
Avi Zamir who is a resident of the United States. A substantial portion of our
assets and the assets of such persons 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 those persons.  It may also be difficult to enforce civil
liabilities under U.S. federal securities laws in original actions instituted in
Israel.




Our ordinary shares are listed for
trading in more than one market and this may result in price
variations.




Our
ordinary shares are listed for trading on the NASDAQ, and since February 20,
2006, on the Tel-Aviv Stock Exchange (the “TASE”). Our ordinary shares are
traded on these markets in different currencies (U.S. dollars on the NASDAQ and
NIS on the TASE), and at different times (resulting from different time zones,
different trading days and different public holidays in the United States and
Israel). Actual trading volume on the TASE is expected to be lower compared to
the trading volume on the NASDAQ, and as such, could be subject to higher
volatility. The trading prices of our ordinary shares on these two markets are
expected to often differ because of differences in exchange rates and as a
result of the factors described above. Any decrease in the trading price of our
ordinary shares on one of these markets could cause a decrease in the trading
price of our ordinary shares on the other market. In March 2009, we notified the
TASE that we do not wish to continue our listing on the TASE. As per the TASE
regulations, the de-listing will become effective on July 1, 2009.




ITEM 4.
            INFORMATION
      ON THE COMPANY




A.
            HISTORY
      AND DEVELOPMENT OF THE COMPANY




Both our
legal and commercial name is RADCOM Ltd., and we are an Israeli
company.  RADCOM Ltd. was incorporated in 1985 under the laws of the
State of Israel, and we commenced operations in 1991.  The principal
legislation under which we operate is the Israeli Companies Laws 1999 (the
“Israeli Companies Law”). Our principal executive offices are located at 24
Raoul Wallenberg Street, Tel Aviv 69719, Israel, and our telephone and fax
numbers are 972-3-645-5055 and 972-3-647-4681, respectively.  Our
website is www.radcom.com.  Information on our website and other
information that can be accessed through it are not part of, or incorporated by,
reference into this annual report.


Pg
20




In 1993,
we established a wholly-owned subsidiary in the United States, RADCOM Equipment,
Inc. (“RADCOM Equipment.”), a New Jersey corporation, which serves as our agent
for service of process in the United States. RADCOM Equipment is located at 6
Forest Avenue, Paramus, New Jersey 07652, and its telephone number is
(201) 518-0033.  In 1996, we incorporated a wholly-owned
subsidiary in Israel, RADCOM Investments (1996) Ltd. (“RADCOM Investments”),
located at our office in Tel Aviv, Israel; its telephone number is the same as
ours (972-3-645-5055).  In 2001, we established a wholly-owned
subsidiary in the United Kingdom, RADCOM (UK) Ltd., a United Kingdom
corporation.  This company was dissolved on December 2,
2008.




B.
            BUSINESS
      OVERVIEW




Below are
the definitions of certain technical terms that are used throughout this 20-F
that are important for understanding our business.




GLOSSARY




3G
                                            
                                            A
      third-generation digital cellular
  telecommunication.3.5G
                                            
                                            3.5
      generation digital cellular networks.Code
      Division Multiple Access
                                              (CDMA)
                                            
                                            A
      digital wireless technology that uses a modulation technique in which many
      channels are independently coded for transmission over a single wideband
      channel.CDMA2000
      1X  (EV-DO)
                                            
                                            A
      third-generation digital high-speed wireless technology for packet-based
      transmission of text, digitized voice, video, and multimedia that is the
      successor to CDMA.Global
      System for Mobile
                                              Communications
      (GSM)
                                            
                                            A
      digital wireless technology that is widely deployed in Europe and,
      increasingly, in other parts of the world.General
      Packet Radio Service
                                              (GPRS)
                                            
                                            A
      packet-based digital intermediate speed wireless technology based on GSM
      (2.5 generation)IP
      Multimedia Subsystem
                                              (IMS)
                                            
                                            An
      internationally recognized standard defining a generic architecture for
      offering Voice over IP and multimedia services to multiple-access
      technologies.Internet
      Protocol TV (IPTV)
                                            
                                            Transmitting
      video in IP packets. Also called “TV over IP,” IPTV uses streaming video
      techniques to deliver scheduled TV programs or video on demand
      (VOD).NGN
      – Next Generation Network
                                            
                                            General
      term for packet-based networks, whether wireline (Voice Over IP, Video
      Over IP, etc.) or third-generation  digital cellular
      telecommunications networksProtocol
                                            
                                            A
      specific set of rules, procedures or conventions governing the format,
      means and timing of transmissions between two devices.Session
                                            
                                            A
      lasting connection between a user (or user agent) and a peer, typically a
      server, usually involving the exchange of many packets between the user's
      computer and the server. A session is typically implemented as a layer in
      a network protocol.Time
      Division Synchronous Code Division Multiple Access
    (TD-SCDMA)
                                            
                                            A
      3G mobile telecommunications standard, being pursued in the People's
      Republic of China by the Chinese Academy of Telecommunications Technology
      (CATT).Triple
      Play
                                            
                                            A
      marketing term for the provisioning of the three services: high-speed
      Internet, television (Video on Demand or regular broadcasts) and telephone
      service over a single broadband connection.Universal
      Mobile Telecommunications Service (UMTS)
                                            
                                            A
      third-generation digital high-speed wireless technology for packet-based
      transmission of text, digitized voice, video, and multimedia that is the
      successor to GSM.Voice
      Over IP (VoIP)
                                            
                                            A
      telephone service that uses the Internet as a global telephone
      network.




Pg
21


Overview




We
develop, manufacture, market and support innovative probe-based service
assurance solutions for communications service providers and equipment vendors
throughout the world. We specialize in solutions for next-generation cellular
networks and for IMS, voice, data and video VoIP networks. Our solutions are
used primarily for facilitating the maintenance of operational networks as well
as for simplifying the development and installation of network equipment. Our
products facilitate fault management, network service performance monitoring and
analysis, troubleshooting and pre-mediation, or the ability to collect network
information for a third-party application.




We
believe that we can be differentiated from our competitors in three main areas:
(1) the advanced technology that underlies our solutions, especially the
multi-technology correlation capabilities of our Omni-Q solution and our R70
probe; (2) our proven ability to be flexible and responsive in an environment of
rapidly changing technology and customer requirements, evolving industry
standards and frequent new product introductions; and (3) our determination to
become the industry’s “Number One for Customer Satisfaction,” a target which has
proven difficult for our competitors to achieve.




During
2008, our revenues grew by approximately 13% as compared to 2007. In parallel,
during the year we succeeded in expanding our sales pipeline and partnership
activities significantly while continuing to decrease our operating
expenses.




We
currently offer the following solutions:




Network Monitoring: Our
award-winning Omni-Q is a unique, next-generation network testing, monitoring
and performance management solution. Going beyond traditional monitoring
solutions, the Omni-Q offers users a full array of drilldown and troubleshooting
tools, delivering a comprehensive, integrated network service view that
facilitates performance monitoring, fault detection and network and service
troubleshooting.




The
Omni-Q system consists of a powerful and user-friendly central management module
and a broad range of intrusive and non-intrusive probes used to gather
transmission quality data from various types of networks and services, including
VoIP, UMTS, CDMA, IPTV, IMS data and others. Signalling and media attributes and
quality measurement eDRs (enhanced detail records) collected from the probes in
the QManager are stored in the solution's embedded Oracledatabase.
These can then be used by either the QExpert (the Web-based analysis and
reporting module) or the Dashboard (the Web-based user interface) to perform
service performance analysis, drilldown and troubleshooting on key performance
indicators, or KPIs, and key quality indicators, or KQIs.




Performers:Our legacy
network protocol analyzer product lines offer Cellular, VoIP and data
communications operators with standalone solutions for network testing,
troubleshooting and analysis. Our network analyzers support over 700 protocols
with multiple interfaces, allowing users to quickly and simply troubleshoot and
analyze complex networks.




Industry
Background




Service
providers deploy unified, packet-based platforms with broadband and 3G
technologies to enhance the value proposition of converged networks. These
technologies allow service providers to offer new types of revenue-enhancing
services, such as voice calls, video calls, video streaming, IPTV, music
downloading and messaging solutions. Mainstream deployment of converged networks
has begun and equipment vendors are under pressure to develop and improve the
required technologies. Both types of our main market players (both equipment
vendors and service providers) need sophisticated testing
solutions.


Pg
22




Service
providers need these solution to speed time-to-market of new services while
assuring the highest quality of experience to their customers. It is no
longer enough to maintain the network performance and handle infrastcture
faults, but it is esstential to understand the real customer experience for the
new services to assure customer adoption of new services and avoid customer
churn.  For these reasons, the demand for next-genearion probe-based
service assurance and monitoring systems is growing.





For
example, analysis from OSS Observer states that the service assurance probe
system market is the most mature segment within the service assurance
marketplace but continues to show strong growth to support new services as
communication service providers migrate from circuit switched to IP
technologies. They forecast that the probe system market will grow from $870
million in 2007 to $1.15 billion in 2012 at a CAGR of 6%, while the top six
suppliers account for 66% of the commercial market in 2007.





Analysis
from the OSS Observer also mentions that service assurance spending is forecast
to grow from $2.3 billion in 2007 to $3.5 billion in 2012 at 9% CAGR. ROW growth
is forecast to increase from $370 million in 2007 to $662 million in 2012 at
12.3 % CAGR. They expect slower growth in North America as demand weakens from
consumers and businesses in 2009. EMEA will grow at 9% CAGR, driven mainly
by Eastern Europe and the Middle East. Over the past two years, supplier
consolidation in the service assurance market has occurred in the mature probe
systems market. The fault and performance monitoring segments have consolidated
to a lesser extent. The emergence of IT suppliers in the telecommunication
sector supports their view that CSPs are gradually migrating existing systems to
support convergent services and they are willing to embrace less specialized off
the shelf applications that reduce integration cost. This is being driven by
business convergence and lower cost IT




Our
Customers and the Markets for Our Solutions




The key
benefits of our solutions to markets and customers are described
below:




For
Service Providers/Enterprises:




·
            reduced
      quality degradation, reduced outages, improved network utilization and
      longer customer hold times;


·
            ability
      to employ fewer and less experienced maintenance staff due to the
      utilization of a single test system, controlled by a central console,
      ensuring ease of use and reduced learning curves;
  and


·
            decreased
      support costs through centralized management, portable high-end solutions
      for in-depth troubleshooting, ability to offer premium SLAs (service level
      agreements) and LOE (level of experience) parameters based on measurable
      parameters and all-inclusive, probe-based
  solution.




For Developers: Reduced time
to market, reduced development costs, automated testing and application
versatility from research and development (“ R&D”) to quality assurance
(“QA”) through final testing and field service.


Pg
23




The
market for our products consists primarily of the following types of
end-users:




Telecommunications Service Providers
(Cellular and Wireline) are organizations responsible for providing
telecommunications services.  Our products are used by this group of
end-users for four main categories:




·
            Fault
      detection – to detect when there is a
problem;




·
            Performance
      – to analyze the behavior of network components and customer network usage
      in order to understand trends, performance and optimization (to help
      identify faults before the customer
complains);




·
            Troubleshooting
      – to drill down to resolve specific issues;
and




·
            Pre-Mediation
      – to provide call detail records or CDR information to third-party
      operations support systems (OSS) or other
  solutions.




Labs of Telecommunication Service
Providers.  This group of customers includes companies that buy
specific equipment and networks from manufacturers, and provide services to
their customers.  Our products may be used by these customers to
evaluate the quality and performance of this equipment and networks and verify
the conformance and interoperability between vendors.




Data Communications and
Telecommunications Equipment Developers and
Manufacturers.  This group of customers includes companies that
develop, manufacture and market data communications and telecommunications
equipment.




Our
Strategy




Our
objective is to continue expanding our sales by offering tailored solutions to
service providers in targeted geographical regions, by continuing to pursue our
goal of becoming the industry’s “Number One in Customer Satisfaction,” and by
extending our partnering and channeling activities. Key elements of our strategy
include:




·
            In developing regions,
      targeting of cellular and VoIP operators.In many regions of Latin
      America, Eastern Europe, Africa and the Far East, service providers
      continue to roll out cellular and VoIP networks.  We believe
      this represents a significant opportunity for RADCOM. In 2008,
      approximately 47% of our sales were derived from these regions, and we
      expect them to continue to make significant contributions to our revenues
      in the future. To improve our ability to reach and support customers in
      emerging markets, we continue to expand our distributor network and to
      provide comprehensive support.




·
            In developed regions, targeting
      of service providers migrating to IMS.In Europe and North America,
      we have begun to benefit from the migration of top-tier service providers
      to IMS activities and deployments, despite the fact that this market has
      been developing more slowly than initially expected. We are seeing the
      growing deployment of hybrid IMS/NGN networks, whose greater complexity
      dictates a need for more sophisticated monitoring solutions. We believe
      the fact that we have secured initial customers with deployments of our
      solution in live IMS operational networks positions us to benefit from
      this trend in the future.




·
            Continuous investment in the
      RADCOM brand as the industry’s “Number One in Customer Satisfaction.”Customer satisfaction is difficult to achieve in the network
      monitoring business because of the technology challenges inherent in
      monitoring complex multi-service, multi-technology, interconnected
      networks and our pursuit of this goal is a differentiating advantage. We
      believe that our efforts to assure customer satisfaction have contributed
      to the growth of our sales to existing customers, and, in some cases, have
      helped us to replace competitors’ systems. These efforts include
      enhancement of on-site support, customer-oriented product
      development  and support of our representatives and
      distributors




Pg
24


·
              Formation of strategic
      relationships to extend our market reach.To expand our market
      reach, we have been actively pursuing selected strategic partnering
      relationships, including original equipment manufacturer, or “OEM”
      partners, teaming agreements and distribution agreements. Our existing
      strategic relationships include an OEM and reseller agreement with NSN
      Nokia Siemens and with Nortel Networks Although our current sales through
      these relationships are not significant, we believe that they will enhance
      our ability to acquire additional business in the
  future.
 
 ·
              Continued investment in the
      technological excellence of our solutions.RADCOM’s products have
      always been differentiated by their advanced technology and their ability
      to offer comprehensive solutions to the industry’s most difficult
      problems. We intend to continue a high level of investment to maintain our
      technological edge in a dynamic environment. This includes hiring of
      skilled personnel, and investing significant resources in training,
      retention and motivation of high quality personnel. Training programs
      cover areas such as technology, applications, development methodology, and
      programming standards.
  Products
and Solutions
  We
categorize our products into two primary lines:  (i) the Omni-Q network monitoring
solution and (ii) the Performer family.
  The
Omni-Q Network Monitoring Solution
  The
Omni-Q is a unique, comprehensive, next-generation probe-based service assurance
solution designed to enable telecommunications carriers to carry out end-to-end
voice quality monitoring and to manage their networks and services.
  The
Omni-Q solution consists of a powerful and user-friendly central management
server and a broad range of intrusive and non-intrusive probes covering various
networks and services, including IMS, VoIP, UMTS, CDMA and data. These probes
are based on RADCOM’s R70 probe and Performer family platforms, enabling the
Omni-Q to deliver full visibility at the session and application level (and not
only at the single packet or message level), with full 7-layer analysis. The R70
probe platform consists of an embedded Linux platform based on our GearSet
technology. The GearSet is a technology extension of our successful GEAR chip
technology which allows full session tracing and analysis in a chip set while
permitting wirespeed analysis of network services.
  The
Omni-Q is designed to enable service providers and vendors to succeed in their
efforts to address the significant technology challenges,
including:
  ·
              deployment
      of next-generation networks such as UMTS, CDMA2000 and
      triple-play;
  ·
              integration
      of new architectures such as high-speed downlink packet access (HSDPA),
      high-speed uplink packet access (HSUPA), long-term evolution (LTE), IMS,
      UMTS Release 6 and CDMA Rev’ A or evolution data voice
    (EVDV);
  ·
              migration
      of the network core to IP technology using IMS or
  Sigtran;
  ·
              successful
      delivery of advanced, complex services such as VoIP, IPTV and video
      conferencing; and
  ·
              proactive
      management of call quality on existing and next-generation service
      providers’ production networks, along with maintenance of
      high-availability, high-quality voice services over packet
      telephony.
  Pg
25
  In
general, telecommunications service providers (Cellular and Wireline) use Omni-Q
for the following tasks:
  ·
              Troubleshooting
      – Omni-Q enables them to “drill down” to identify the source of specific
      problems, using tools ranging from call or session tracing to a full
      decoding of the call flow.
  ·
              Performance
      monitoring – service providers use Omni-Q to analyze the behavior of
      network components and customer network usage to understand trends,
      performance level and optimization, with the goal of identifying faults
      before they compromise the end-user
experience.
  ·
              Fault
      detection – service providers use Omni-Q’s automatic fault detection and
      service KPIs to alert them to network problems as they
    arise.
  ·
              Pre-Mediation
      – Omni-Q generates call detail records (CDRs) needed to feed third-party
      operations support systems (OSS) or other
  solutions.
  ·
              Roaming
      & interconnect management – Omni-Q can be used by service providers to
      monitor their roaming and interconnect traffic. By identifying problematic
      links, service providers are able to avoid revenue loss, to detect
      problems with specific roaming partners and to manage interconnection
      KPIs.
  The
Omni-Q is comprised of the following components:
  Omni-Q Central
Management Module:consolidates the information gathered by the Omni-Q
monitoring and analysis platform into a comprehensive, integrated view that
maximizes visibility while facilitating fault detection, performance and
troubleshooting.
  Omni-Q Wireline
Monitoring Solution:
this component gives service providers, incumbent local exchange carriers(ILECs)
and cable/multi-system operators(MSOs) complete visibility into voice, video
and/or TV service running over the network, enabling early-stage fault
detection, pre-emptive maintenance and optimization, and drill-down
troubleshooting as needed for quick and easy fault resolution.
  Omni-Q
UMTS/CDMA2000 Network Monitoring Solution: this component gives cellular
service providers complete visibility into their networks, enabling real-time
traffic analysis, fault detection, troubleshooting and data collection, as well
as the identification of long-term trends. The system monitors and analyzes the
performance of Radio Access, Core Signaling and Core IP components. It provides
extensive and flexible Key Performance Indicators (KPIs) and Key Quality
Indicators (KQIs) analyses with real-time alarms that allow operators to detect
faults before their customers experience problems.
  The
Performer Family
  The
Performer family is an open platform that supports a wide range of test
applications over a variety of technologies. We believe it is unique in the
industry for its combination of strong hardware performance and flexible
user-oriented software. With simplified control from a central console, the
Performer hardware and software suite tests the quality and grade of service of
real-world network environments. The Performer family is a PC-based system that
utilizes our generic analyzer processor, or GEAR-based, hardware. Our GEAR
(GenEric AnalyzeR processor) chip is our main differentiating technology. It is
a proprietary, one-chip analyzer processor designed to provide wirespeed testing
performance on all layers, independent of protocols and technologies. The GEAR
processor positions us as the industry leader in the high-performance,
communication test-equipment market. It allows one platform to carry out both
network troubleshooting and analysis as well as packet and cell analysis in real
time, at speeds of up to 2.5 gigabytes per second (Gbps), with no limitation on
interface type or protocols. The GEAR technology also allows us to rapidly
develop and roll out new interfaces by merely adding a new interface with the
appropriate functionality.
  Pg
26
  The
Performer’s architectural advantages include:
  ·
              Single
      Platform: Our single-platform technology enables all functions to
      be performed on one platform, as opposed to the multi-system architecture
      of its competitors;
  ·
              Scalable:  Our
      solution is fully scalable, can be migrated quickly for use with new
      applications, and can be easily integrated with third-party applications;
      and
  ·
              Distributed
      system: Our solution’s usage of GPS synchronization technology, IP
      connectivity and management console/server architecture makes it ideal for
      distributed environments.
  Performer
family solutions are used primarily by the following users:
  ·
              converged
      service providers – for post-deployment quality management solutions and
      troubleshooting.
  ·
              For
      vendors of converged network solutions: for pre-deployment, predictive
      test systems.
  Our
system solutions are critical for the successful rollout of next-generation 3G
and 3.5G Cellular networks, Voice over IP and Video over IP technologies. Our
solutions lead the market in their ability to troubleshoot connectivity problems
and to analyze network performance, helping equipment vendors and service
providers ensure a trouble-free network environment and a high-quality user
experience. In addition, our ability to provide highly cost-effective solutions
has been a critical asset in this competitive market.
  Network
Protocol Analyzer
  The
Performer’s innovative approach provides customers with real-time cell and
packet analysis and troubleshooting capabilities at all seven telecommunications
layers, including basic physical and link layer testing, complex tracing of NAS
layer voice, IP session signaling and data/voice quality of service validation.
This analyzer supports Ethernet, WAN, ATM and POS interfaces, and can decode
over 700 communication protocols. The Network Protocol Analyzer, a fully
distributed system, is an ideal solution for vendor research and development,
quality assurance and integration labs, as well as for use by operators during
network setup and operation for protocol verification, cell/frame-level
analysis, voice call and IP session analysis and streaming media and voice
quality testing.
  The
Cellular Performer
  The
Cellular Performer is an application that runs on our Performer platform. It
performs a multi-layer session-level analysis of applications and services that
gives users a simple, intuitive and powerful troubleshooting tool. Used for
drilling down to each interface within a cellular network, the Cellular
Performer enables users to trace a call over a whole network, and identify the
source of network problems. This allows users to quickly pinpoint specific
problems, and to smooth out the performance of highly complex networks. The
product supports all major 2.5 and third-generation networks, including GPRS,
UMTS, CDMA2000, and Enhanced Data Rates for Global Revolution Standard (Edge)
and Time Division Synchronous CDMA (TD-SCDMA).
  The
Network Consultant is an advanced cellular network analysis application that
enables mobile operators to quickly verify subscriber connectivity and
proactively monitor end-to-end network performance.  It gathers and
processes data from multiple server links from the Radio Access Network, Core
signaling, and Core IP.  It enables full drill-down analysis
capabilities of the call session, voice calls and video calls. Using the Network
Consultant, customers can zoom in and view the signaling and procedures on each
interface separately, whether from an online or offline vantage
point.
  The
RANalysis is a solution that changes the way deep UMTS radio analysis is done,
resulting in fast and easy RAN analysis in UMTS networks. With the number of
services, mobile devices, and customers using wireless networks expected to grow
every year, radio-optimization engineers need a long-term solution that can
provide a quick and easy view of problems in wireless cells. RANalysis is an
easy-to-use application that offers engineers rich functionality and focused
reports. Based on a vast amount of detailed radio measurements, RANalysis
supports the RAN optimization process, reduces the huge expenses involved in
drive-testing and helps shorten radio troubleshooting turnaround
time.
  Pg
27
  The
Voice-over-IP Performer
  The
Voice-over-IP Performer is designed to support pre-deployment testing of current
and emerging convergence technologies, such as NGN VoIP and IMS
networks.
  The
following are the primary modules within the Voice-over-IP Performer product
family:
  ·
              SIPSim – a SIP services
      load generator that focuses on high-stress load testing of SIP
      applications. The SIPSim provides high volume performance while retaining
      the flexibility needed to emulate all types of services. By emulating up
      to hundreds of thousands of users over the SIPSim’s Triple M capability
      (multi-IP, multi-MAC and multi-VLAN), it allows users to emulate any
      service that can be emulated over any type of network configuration. The
      SIPSim is capable of stress-testing different SIP services and network
      elements, including softswitch, SBC and IMS networks. Using the SipStudio,
      the user can build scripts to customize the SipSim to simulate almost any
      call flow. This is especially important in the IMS environment, where
      network topology is complex and each new service introduces a new
      flow.
  ·
              MediaPro – a real-time
      hardware-based, multi-protocol, multi-technology VoIP and Video analyzer,
      capable of analyzing a wide variety of VoIP signaling protocols and media
      CODECs.
  ·
              QPro– a
      multi-technology call quality analyzer that enables users to test many
      call quality parameters over a variety of
  interfaces.
  The
following table shows the breakdown of our consolidated sales for the fiscal
years 2008, 2007 and 2006 by product:
  Year ended December 31,2008
                  
                  
                  2007
                  
                  
                  2006(in thousands of U.S. dollars)The
      Omni-Q family
                  
                  $
                  11,681
                  
                  
                  $
                  9,537
                  
                  
                  $
                  15,765The
      Performer family and others
                  
                  $
                  3,557
                  
                  
                  $
                  3,960
                  
                  
                  $
                  7,776Total
                  
                  $
                  15,238
                  
                  
                  $
                  13,497
                  
                  
                  $
                  23,541
 
 Sales
and Marketing Organization
  We sell
to customers throughout the world via both direct and indirect
channels.
  Indirect
channels:In all markets except for North America, we sell our products
through a network of independent distributors who market data
communications-related hardware and software products.  We currently
have more than 35 independent distributors, some of whom have exclusive rights
to sell our products in their respective geographical areas.  We have
regional sales support offices in China, Singapore and Spain.  These
offices support our distributors in these regions.  We continue to
search for new distributors to penetrate new geographical markets or to better
serve our target markets.
  Pg
28
  Our
distributors serve as an integral part of our marketing and service network
around the world.  They offer technical support in the end-user’s
native language, attend to customer needs during local business hours, organize
user programs and seminars and, in some cases, translate our manuals and product
and marketing literature into the local language.  We have a standard
contract with our distributors.  Based on this agreement, sales to
distributors are generally final, and distributors have no right of return or
price protection. The distributors do not need to disclose to us their
customers’ names, prices or date of order.  To the best of our
knowledge, a distributor places an order with us after it receives an order from
its end-user, and does not hold our inventory for sale.  Usually, we
are not a party to the agreements between distributors and their
customers.  Distributors may hold products for a demo or as repair
parts in order to keep their service agreement with a
customer.  According to our agreement with the distributors, a
distributor generally should buy at least one demo unit in order to present the
equipment to its customers.  This is a final sale, and there are no
rights of return.  The distributor cannot sell this demo equipment to
the end-user; the license is only for the distributor.  We do not
consider this a benefit to the distributors since we sell only the demo systems
with a special software discount.
  We focus
a significant amount of our sales and marketing resources on our distributors,
providing them with ongoing communications and support, and our employees
regularly visit distributors’ sites.  We organize annual distributors’
meetings to further our relationships with our distributors and familiarize them
with our products.  In addition, in conjunction with our distributors,
we participate in the exhibitions of our products worldwide, place
advertisements in local publications, encourage exposure in the form of
editorials in communications journals and prepare direct mailings of flyers and
advertisements.
  Direct channels:In North America, we operate through our wholly-owned U.S. subsidiary,
RADCOM Equipment, which sells our products to end-users primarily directly or
through independent representatives.  Most of these representatives
have exclusive rights to the distribution of our products in their respective
geographical territories throughout North America (with the exception of some
accounts and the Omni-Q, our monitoring solution which we handle directly) and
are compensated by us on a commission basis.  The activities of our
representatives and our other sales and marketing efforts in North America are
coordinated by RADCOM Equipment’s employees, who also provide product support to
our North American customers.  The independent representatives do not
hold any of our inventory, and they do not buy products from us.  Our
representatives locate customers, provide a demo if needed (in which case they
use our demo equipment), and in some cases they provide training to the
end-users.  The customers submit orders directly to our wholly owned
subsidiary, RADCOM Equipment, which invoices the end-user customers and collects
payment directly, and then pays commissions to the representative for the sales
in their territory.  The commission ranges between 7.5% and 15%,
depending on the agreement RADCOM Equipment has with the individual
representative.
  The table
below indicates the approximate breakdown of our revenue by
territory:
  Year ended December 31,
                                                    
                                                    
                                                    Year ended December 31,(in millions of U.S. dollars)
                                                    
                                                    
                                                    (in percentages)2008
                                                    
                                                    
                                                    2007
                                                    
                                                    
                                                    2006
                                                    
                                                    
                                                    
                                                    2008
                                                    
                                                    
                                                    2007
                                                    
                                                    
                                                    2006Europe
                                                    
                                                    
                                                    6.3
                                                    
                                                    
                                                    
                                                    5.7
                                                    
                                                    
                                                    
                                                    9.4
                                                    
                                                    
                                                    
                                                    41.4
                                                    %
                                                    
                                                    
                                                    42.2
                                                    %
                                                    
                                                    
                                                    40.0
                                                    %North
      America
                                                    
                                                    
                                                    2.5
                                                    
                                                    
                                                    
                                                    4.3
                                                    
                                                    
                                                    
                                                    7.6
                                                    
                                                    
                                                    
                                                    16.4
                                                    
                                                    
                                                    
                                                    31.8
                                                    
                                                    
                                                    
                                                    32.3Far
      East
                                                    
                                                    
                                                    2.4
                                                    
                                                    
                                                    
                                                    1.6
                                                    
                                                    
                                                    
                                                    2.6
                                                    
                                                    
                                                    
                                                    15.8
                                                    
                                                    
                                                    
                                                    11.9
                                                    
                                                    
                                                    
                                                    11.1South
      America
                                                    
                                                    
                                                    3.8
                                                    
                                                    
                                                    
                                                    1.2
                                                    
                                                    
                                                    
                                                    2.6
                                                    
                                                    
                                                    
                                                    25.0
                                                    
                                                    
                                                    
                                                    8.9
                                                    
                                                    
                                                    
                                                    11.1Others
                                                    
                                                    
                                                    0.2
                                                    
                                                    
                                                    
                                                    0.7
                                                    
                                                    
                                                    
                                                    1.3
                                                    
                                                    
                                                    
                                                    1.4
                                                    
                                                    
                                                    
                                                    5.2
                                                    
                                                    
                                                    
                                                    5.5Total
      revenues
                                                    
                                                    
                                                    15.2
                                                    
                                                    
                                                    
                                                    13.5
                                                    
                                                    
                                                    
                                                    23.5
                                                    
                                                    
                                                    
                                                    100.0
                                                    %
                                                    
                                                    
                                                    100.0
                                                    %
                                                    
                                                    
                                                    100.0
                                                    %
  OEM Partnerships:In addition to expanding our market reach, we have been actively pursuing
selected strategic partnering relationships, including original equipment
manufacturer, or “OEM” partners, teaming agreements and distribution agreements.
Our existing strategic relationships include an OEM and reseller agreement with
NSN Nokia Siemens and with Nortel Networks. Although our current sales through
these relationships are not significant, we believe that our current and future
relationships with other leading communication solution providers will improve
market penetration and acceptance for our network applications. Our partners
have long-standing relationships with public telecommunications service
providers and offer a broad range of services to these service providers through
their existing sales and support networks. We seek relationships that enhance
our presence and strengthen our competitive position in our target markets,
and/or offer products that complement our network applications to provide
value-added networking products and services.
  Pg
29
 
 Competition
  The
markets for our products are very competitive and we expect that competition
will increase in the future, both with respect to products that we are currently
offering and products that we are developing.  Our principal
competitors include Agilent, Danaher (Tektronix), Tekelec, Astelia, Anritsu
(Nettest), SPIRENT Communications, Sunrise Telecom, and Exfo (Empirix). In
addition to these competitors, we expect substantial competition from
established and emerging communications, network management and test equipment
companies. Many of these competitors have substantially greater resources than
we have, including financial, technological, engineering, manufacturing,
marketing and distribution capabilities, and some of them may enjoy greater
market recognition than we do.
  We
believe that our competitive edge derives primarily from the advanced technology
which underlies our probe-based solutions, and from our ongoing efforts to
achieve superior customer satisfaction. In contrast with the solutions of most
of our competitors, which were originally planned for the monitoring of legacy
SS7 networks and then adapted to NGN IP-based architectures, our solutions were
originally designed for NGN networks and the IP environment. Differentiated by
the integration of high-performance active and non-intrusive probes with a
relatively small footprint, our solution provides cost-effective, unified
monitoring and analysis of high-capacity converged networks. In addition, we are
investing significantly with the goal of achieving a differentiating high level
of customer satisfaction – a target that has proven to be difficult to achieve
in our industry.
 
 Customer
Service and Support
  We
believe that providing a high level of customer service and support to end-users
is essential to our success, and have established a strategic goal of
establishing RADCOM as the industry’s “Number One for
Customer  Service.” Investments that we are making to achieve this
goal include:
  ·
              Enhancement of on-site support:We are dedicated to the provision of timely, effective and
      professional support of all our customers. On-call support is provided by
      our direct sales/support force as well as by our representatives,
      distributors and OEM partners. In addition, we routinely contact our
      customers to solicit feedback and promote full usage of our solutions. We
      provide all customers with a free one-year warranty, which includes
      bug-fixing solutions and a hardware warranty on our
      products.  After the initial update period, we offer extended
      warranties which can be purchased for one, two or three-year periods.
      Generally the cost of the extended warranty is based on a percentage of
      the overall cost of the product as an annual maintenance
    fee.
  ·
              Customer-oriented product
      development:with the goal of continuously enhancing our customer
      relationships, we meet regularly with customers, and use the feedback from
      these discussions to improve our products and guide our R&D
      roadmap.
  ·
              Support of our representatives
      and distributors:we provide a high level of pre and post sale
      technical support to our distributors and representatives in the field. We
      use a broad range of channels to deliver this support, including help
      desks, websites, newsletters, technical briefs, E-Learning systems,
      technical seminars, and others.
  Pg
30
  Seasonality
of Our Business
  In
addition to the general market and economic conditions, such as overall industry
consolidation, the pace of adoption of new technologies, and the general state
of the economy, our orders and revenues are affected by our customers' capital
spending plans and patterns. Our orders, and to a lesser degree revenues, are
typically highest in our fourth fiscal quarter when our customers have
historically increased their spending to fully utilize their annual capital
budgets. Consequently, our first quarter orders are usually lower compared to
the last quarter of the previous year, and often are the lowest of the year. As
a result of these trends, historically our quarterly results reflect distinct
seasonality in the sale of our products and services.
  Manufacturing
and Suppliers
  Our
manufacturing facilities, which are located in Tel Aviv, Israel, consist
primarily of final assembly, testing and quality control.  Electronic
components and subassemblies are prepared by subcontractors according to our
designs and specifications.  Certain components used in our products
are presently available from, or supplied by, only one source and others are
only available from limited sources.  In addition, some of the
software packages that we include in our product line are being developed by
unaffiliated subcontractors. The prices of the supplies we purchase from our
vendors are relatively steady and not volatile. The manufacturing processes and
procedures are generally ISO 2000 and ISO 14000 certified.
  Research
and Development
  The
industry in which we compete is subject to rapid technological developments,
evolving industry standards, changes in customer requirements, and new product
introductions and enhancements.  As a result, our success, in part,
depends upon our ability, on a cost-effective and timely basis, to continue to
enhance our existing products and to develop and introduce new products that
improve performance and reduce total cost of ownership.  In order to
achieve these objectives, we work closely with current and potential end-users,
distributors and manufacturer’s representatives and leaders in certain data
communications and telecommunications industry segments to identify market needs
and define appropriate product specifications.  We intend to continue
developing products that meet key industry standards and to support important
protocol standards as they emerge.  Still, there can be no assurances
that we will be able to successfully develop products to address new customer
requirements and technological changes, or that such products will achieve
market acceptance.
  Our gross
research and development costs were approximately, $6.5 million in 2008, $7.4
million in 2007 and $6.8 million in 2006, representing 42.7 %, 54.7% and 28.9%
of our sales, respectively.  Aggregate research and development
expenses funded by the Office of the Chief Scientist of the Israeli Ministry of
Industry, Trade and Labor, (the  “Chief Scientist”) were approximately
$2.1 million in 2008, $2.1 million in 2007 and $1.9 million in 2006. For more
information on the Office of the Chief Scientist, see “Israeli Office of the
Chief Scientist” below. We expect to continue to invest significant resources in
research and development.
  As of
December 31, 2008, our research and development staff consisted of 48
employees.  Research and development activities take place at our
facilities in Tel Aviv.  We occasionally use independent
subcontractors for portions of our development projects.
  Israeli
Office of the Chief Scientist (“Chief Scientist”)
  From time
to time we file applications for grants under programs of the Israeli Office of
the Chief Scientist. Grants received under such programs are repaid through a
mandatory royalty based on revenues from products (and related services)
incorporating know-how developed with the grants.  This government
support is contingent upon our ability to comply with certain applicable
requirements and conditions specified in the Chief Scientist’s programs and with
the provisions of the Law for the Encouragement of Research and Development in
Industry, 1984  and the regulations promulgated thereunder (the
“R&D Law”).
  Pg
31
  Under the
R&D Law, research and development programs that meet the specified criteria
and are approved by the Research Committee of the Chief Scientist (the “Research
Committee”) are usually eligible for grants of up to 50% of certain approved
expenditures of such programs, as determined by this Research
Committee.
  In
exchange, the recipient of such grants is required to pay the Chief Scientist
royalties from the revenues derived from products incorporating know-how
developed within the framework of each such program or derived from such program
(including ancillary services in connection with such products), usually up to
an aggregate of 100% of the dollar-linked value of the total grants received in
respect of such program, plus interest.  As of January 1, 2008, our
royalty rate was 3.5%.
  The
R&D Law generally requires that the product developed under a program be
manufactured in Israel.  However, upon notification to the Chief
Scientist, up to 10% of the manufacturing volume may be performed outside of
Israel; furthermore, with the approval of the Chief Scientist, a greater portion
of the manufacturing volume may be performed outside of Israel, provided that
the grant recipient pays royalties at an increased rate, which may be
substantial, and the aggregate repayment amount is increased, which increase
might be up to 300% of the grant, depending on the portion of the total
manufacturing volume that is performed outside of Israel.  The R&D
Law further permits the Chief Scientist to approve the transfer of manufacturing
rights outside Israel in exchange for an import of different manufacturing into
Israel as a substitute, in lieu of the increased royalties. The R&D Law also
allows for the approval of grants in cases in which the applicant declares that
part of the manufacturing will be performed outside of Israel or by non-Israeli
residents and the Research Committee is convinced that doing so is essential for
the execution of the program.  This declaration will be a significant
factor in the determination of the Chief Scientist as to whether to approve a
program and the amount and other terms of benefits to be granted.  The
increased royalty rate and repayment amount will be required in such
cases.
  The
R&D Law also provides that know-how developed under an approved research and
development program may not be transferred to another person or entity in Israel
without the approval of the Research Committee.  Such approval is not
required for the sale or export of any products resulting from such research or
development. The R&D Law permits the transfer of Chief Scientist-funded
know-how outside of Israel, under certain circumstances and subject to the Chief
Scientist’s prior approval, only in the following cases: (a) if the subject
company pays to the Chief Scientist a portion of the sale price paid in
consideration of such funded know-how; (b) if the subject company receives
know-how from a third party in exchange for its funded know-how; or (c) if such
transfer of funded know-how arises in connection with certain types of
cooperation in research and development activities.
  The
R&D 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 foreign interested parties to
notify the Chief Scientist of any change in control of the recipient or a change
in the holdings of the means of control 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 Chief Scientist to comply with the
R&D Law.  In addition, the Chief Scientist may require additional
information or representations in respect of certain of such
events.  For this purpose, “control” is defined as the ability to
direct the activities of a company other than any ability arising solely from
serving as an officer or director of the company.  A person is
presumed to have control if such person holds 50% or more of the means of
control of a company.  “Means of control” refers to voting rights or
the right to appoint directors or the chief executive officer.  An
“interested party” of a company includes a holder of 5% or more of its
outstanding share capital or voting rights, its chief executive officer and
directors, someone who has the right to appoint its chief executive officer or
at least one director, and a company with respect to which any of the foregoing
interested parties owns 25% or more of the outstanding share capital or voting
rights or has the right to appoint 25% or more of the
directors.  Accordingly, any non-Israeli who acquires 5% or more of
our ordinary shares will be required to notify the Office of the Chief Scientist
that it has become an interested party and to sign an undertaking to comply with
the R&D Law.
  Pg
32
  The funds
available for Chief Scientist grants made out of the annual budget of the State
of Israel were reduced in 1998, and the Israeli authorities have indicated in
the past that the government may further reduce or abolish the Chief Scientist
grants in the future.  Even if these grants are maintained, we cannot
presently predict the amounts of future grants, if any, that we might
receive.  In each of the last ten fiscal years, we have received such
royalty-bearing grants from the Chief Scientist.  At December 31,
2008, our contingent liability to the Office of the Chief Scientist in respect
of grants received was approximately $25.4 million.
  Binational
Industrial Research and Development Foundation
  We
received from the Binational Industrial Research and Development Foundation (the
“BIRD Foundation”) funding for the research and development of
products.  At December 31, 2008, our contingent liability to the
BIRD Foundation for funding received was approximately $323,000.  We
have not received grants from the BIRD Foundation since 1995.
  Proprietary
Rights
  To
protect our rights to our intellectual property, we rely upon a combination of
trademarks, contractual rights, trade secret law, copyrights, non-disclosure
agreements and technical measures to establish and protect our proprietary
rights in our products and technologies.  We own registered trademarks
for the names PrismLite, Omni-Q, GearSet, and Wirespeed.  In addition,
we sometimes enter into non-disclosure and confidentiality agreements with our
employees, distributors and manufacturer’s representatives and with certain
suppliers with access to sensitive information.  However, we have no
registered patents or trademarks (except for those listed above) and these
measures may not be adequate to protect our technology from third-party
infringement, and our competitors may independently develop technologies that
are substantially equivalent or superior to ours.
  Given the
rapid pace of technological development in the communications industry, there
also can be no assurance that certain aspects of our internetworking test
solutions do not or will not infringe on existing or future proprietary rights
of others.  Although we believe that our technology has been
independently developed and that none of our technology or intellectual property
infringes on the rights of others, from time to time third parties may assert
infringement claims against us.  If such infringement is found to
exist, or if infringement is found to exist on existing or future proprietary
rights of others, we may be required to modify our products or intellectual
property or obtain the requisite licenses or rights to use such technology or
intellectual property.  However, there can be no assurance that such
licenses or rights can be obtained or obtained on terms that would not have a
material adverse effect on us.
  Employees
  As of
December 31, 2008, we had 101 permanent employees and 1 temporary (i.e.,
employee who is paid at an hourly rate rather than gross salary) employee
located in Israel, 7 permanent employees of RADCOMEquipment located in the United States and 9 permanent employees in total
located in Spain, Singapore, Korea and China, collectively.  Of the 102
employees located in Israel, 48 were employed in research and development, 11 in
operations (including manufacturing and production), 32 in sales and marketing
and 11 in administration and management.  Of the 7 employees located in the
United States, 5 were employed in sales and marketing and 2 were employed in
administration and management.  All of the 9 employees located in Spain,
Singapore, Korea and China, were employed in sales and marketing.  We
consider our relations with our employees to be good and we have never
experienced a labor dispute, strike or work stoppage.  Most of our
permanent employees have employment agreements and none of our employees are
represented by labor unions. Our temporary employees are paid an hourly rate,
have employment agreements and are not represented by a labor
union.
  Pg
33
  Although
we are not a party to a collective bargaining agreement, we are subject to the
provisions of the extension orders applicable to all employees in the Israeli
market. In addition, we may be subject to the provisions of the extension order
applicable to the Metal, Electricity, Electronics and Software
Industry.  Israeli labor laws are applicable to all of our employees
in Israel.  These provisions and laws principally concern the length
of the work day, minimum daily wages for workers, procedures for dismissing
employees, determination of severance pay and other conditions of
employment.
  In
Israel, a general practice we follow (which is above and beyond the legal
requirement) is the contribution of funds on behalf of most of our permanent
employees to an individual insurance policy known as “Managers’
Insurance.”  This policy provides a combination of savings plan,
disability insurance and severance pay benefits to the insured
employee.  It provides for payments to the employee upon retirement or
death and accumulates funds on account of severance pay, if any, to which the
employee may be legally entitled upon termination of employment.  Each
participating employee contributes an amount equal to 5% of such employee’s base
salary, and we contribute between 13.3% and 14.7% of the employee’s base
salary.  Full-time employees who are not insured in this way are
entitled to a savings account, to which each of the employee and the employer
makes a monthly contribution of 5% of the employee’s base salary.  We
also provide our permanent employees with an Education Fund, to which each
participating employee contributes an amount equal to 2.5% of such employee’s
base salary and we contribute an amount equal to 7.5% of the employee’s base
salary, generally up to a certain ceiling provided in the Israeli Income Tax
Regulations).  In the United States we provide benefits in the form of
health, dental, vision and disability coverage, in an amount equal to 14.49% of
the employee’s base salary.  All Israeli employers, including us, are
required to provide certain increases in wages as partial compensation for
increases in the consumer price index.  The specific formula for such
increases varies according to the general collective agreements reached among
the Manufacturers’ Association and the Histadrut.  Israeli employees
and employers also are required to pay pre-determined sums which include a
contribution to national health insurance to the Israel National Insurance
Institute, which provides a range of social security benefits.
  C.
              ORGANIZATIONAL
      STRUCTURE
  In
January 1993, we established our wholly-owned subsidiary in the United
States, RADCOM Equipment, which conducts the sales and marketing of our products
in North America.  In July 1996, we incorporated a wholly-owned
subsidiary in Israel, Radcom Investments (1996) Ltd., for the purpose of making
various investments, including the purchase of securities.  In
August 2001, we established our wholly-owned subsidiary in the United
Kingdom, RADCOM (UK) Ltd., which was dissolved on December 2, 2008, but in the
past conducted the sales and marketing of our products in the United
Kingdom.  In 2002, we established our wholly-owned Representative
Office in China, which conducts the marketing for our products in
China.  Following are our subsidiaries, all of which are
wholly-owned:
  Name of Subsidiary
                        
                        Jurisdiction of
    IncorporationRADCOMEquipment, Inc.
                        
                        United
      StatesRADCOM
      Investments (1996) Ltd.
                        
                        Israel
  Yehuda
Zisapel and Zohar Zisapel are co-founders and principal shareholders of our
Company.  Individually or together, they are also founders, directors
and principal shareholders of several other privately and publicly held high
technology and real estate companies which, together with us and the other
subsidiaries and affiliates, are known as the “RAD-Bynet Group.”  In
addition to engaging in other businesses, members of the RAD-Bynet Group are
actively engaged in designing, manufacturing, marketing and supporting data
communications and telecommunications products. Our Company has limited
competition with Radvision Ltd., which supplies as part of its technology
package a protocol simulation that may serve some of the needs of our customers
for test equipment.  Some of the products of members of the RAD-Bynet
Group are complementary to, and have been and are currently used in connection
with, our products.
  Pg
34
  D.
              PROPERTY,
      PLANTS AND EQUIPMENT
  We do not
own any real property.  We currently lease an aggregate of
approximately 2,057 square meters of office premises in Tel Aviv, which includes
approximately 1,801 square meters from affiliates of our principal
shareholders.  Our manufacturing facilities consist primarily of final
assembly, testing and quality control of materials, wiring, subassemblies and
systems.  In 2008, aggregate annual lease and maintenance payments for
the Tel Aviv premises were approximately $602,000, of which approximately
$415,000 was paid to affiliates of our principal shareholders.  We
may, in the future, lease additional space from affiliated
parties.  We also lease premises in Paramus, New Jersey from an
affiliate. In 2008, we leased approximately 6,131 square feet from an affiliate,
approximately 276 square feet of which we now sub-lease to a related party. In
2008, aggregate annual lease payments for the premises were approximately
$122,000 and we received $5,000 from the related party for those sub-leases. We
also lease approximately 142 square meters in Beijing.  In 2008, our
aggregate annual lease payments for those premises were approximately $29,000.
The rental agreements for the premises in Tel Aviv and New Jersey, United
States, expire on December 31, 2009 and on January 15, 2011,
respectively.
  ITEM
      4A.
              UNRESOLVED
      STAFF COMMENTS
  Not
applicable.
  ITEM
      5.
              OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS
  The
following discussion of our financial condition and results of operations should
be read in conjunction with the consolidated financial statements and the
related notes included elsewhere in this annual report.
  This
discussion contains forward-looking statements regarding future events and our
future results that are subject to the safe harbors created under the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).  These statements are based on current
expectations, estimates, forecasts and projections about the industries in which
we operate and the beliefs and assumptions of our management.  Words
such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of
such words, and similar expressions are intended to identify such
forward-looking statements. In addition, any statements that refer to
projections of our future financial performance, our anticipated growth and
trends in our businesses, and other characterizations of future events or
circumstances are forward-looking statements.  Readers are cautioned
that these forward-looking statements – including those identified below, as
well as certain factors – including, but not limited to, those set forth in
“Item 3—Key Information—Risk Factors” – are only predictions and are subject to
risks, uncertainties, and assumptions that are difficult to predict. Although we
believe the expectations reflected in the forward-looking statements contained
in this annual report are reasonable, we cannot guarantee future results, level
of activity, performance or achievements.  Moreover, neither we nor
any other person assumes responsibility for the accuracy and completeness of any
of these forward-looking statements.  We assume no duty to update any
of these forward-looking statements after the date of this annual report to
conform our prior statements to actual results or revised expectations, except
as otherwise required by law.
  Overview
  We
develop, manufacture, market and support innovative network test and service
monitoring solutions for communications service providers and equipment vendors.
We specialize in next generation cellular as well as voice, data and video over
IP networks. Our solutions are used in the development and installation of
network equipment and in the maintenance of operational networks. Our products
facilitate fault management, network service performance monitoring and
analysis, troubleshooting and pre-mediation, the latter of which refers to the
ability to collect network information for a third-party
application.
  Pg
35
  General
  Our
discussion and analysis of our financial condition and results of operation are
based upon our consolidated financial statements, which have been prepared in
accordance with generally accepted accounting principles in the United States.
Our operating and financial review and prospects should be read in conjunction
with our financial statements, accompanying notes thereto and other financial
information appearing elsewhere in this annual report.
  We
commenced operations in 1991. Since then, we have focused on developing and
enhancing our products, building our worldwide direct and indirect distribution
network and establishing and expanding our sales, marketing and customer support
infrastructures.
  Most of
our revenues are generated in U.S dollars and the majority of our cost of
revenues is incurred, primarily in transactions denominated in dollars.
Accordingly, we consider the U.S. dollar to be our functional currency. Our
consolidated financial statements are prepared in dollars and in accordance with
generally accepted accounting principles in the United States.
  Our
technology vision is based on an architectural evolution of networking from
simple connectivity of products to application systems, or as we refer to it,
the “Application Provider.”  As such, many of our strategic
initiatives and investments are aimed at meeting the requirements of Application
Providers of 3G Cellular and triple-play networks.  If networking
evolves toward greater emphasis on Application Providers, we believe we have
positioned ourselves well relative to our key competitors.  If it does
not, however, our initiatives and investments in this area may be of no or
limited value.  As a result we cannot quantify the impact of future
new product introductions on our historical operations or anticipated impact on
future operations.
  As we
evaluate our growth prospects and manage our operations for the future, we
continue to believe that the leading indicator of our growth will be the
deployment of 3G Cellular and triple-play networks.  During fiscal
year 2008, we focused our sales efforts on targeted emerging markets, in which
operators are rolling out 3G Cellular and Voice over IP networks, and on
developed markets currently introducing triple-play services based on the IMS
platform and mobile broadband services. These market segments exhibited
significant growth in 2008, and our success in offering them value-added
products enabled us to build our sales pipeline and revenues significantly as
compared with 2007. Although the current global economic uncertainty makes it
difficult to forecast the timing of future developments, these markets are
expected to continue to grow in 2009 and beyond, helping us to build our
business to the next level.
  Throughout
2007 and 2008, we followed a three-pronged sales strategy designed to expand our
sales pipeline and revenues:
  ·
              In
      emerging markets, including South America, Eastern Europe, Africa and the
      Far East, our strategy has been to target customers rolling out cellular
      and Voice Over IP services.
  ·
              In
      developed markets, including Europe and North America, we have been
      targeting the IMS activities and deployments of top-tier wireline service
      providers, and the mobile broadband networks of wireless
      operators.
  ·
              To
      improve our ability to penetrate targeted customers in all regions, we
      have pursued OEM partnerships and new distributors. During 2008, we
      announced an OEM partnership with Nokia Siemens Networks and initiated
      joint marketing activities with some of its local
  offices.
  Pg
36
  In
parallel, we have been investing to achieve industry recognition for the RADCOM
brand as its “Number One brand for Customer Service.”
  Our
progress in line with this strategy resulted in a 13% increase in our 2008 sales
to $15.2 million from $13.5 million in 2007. These higher revenues, together
with a 13% year-over-year decrease in our operating expenses, enabled us to
reduce our net loss for 2008 by 33% to $5.8 million from $8.6 million in 2007.
However, from a business standpoint, our progress was even more pronounced: we
ended the year with a 36% increase in bookings as compared to 2007, and saw a
clear trend of an increasing number of medium-to-large sized deals reflecting
our success in creating business relations with more Tier-I and Tier-II
operators.
  Nonetheless,
beginning in the fourth quarter of 2008, we began to be strongly affected by the
global economic slowdown. Its effect on our business was manifested through
lengthening of the sales cycle, together with delays and freezes in scheduled
projects. In parallel, payment terms became longer and our right to collect
payment became subject to certain conditions, extending the time that elapsed
between the date of an initial sale and revenue recognition. In fact, despite a
strong level of bookings during the fourth quarter, the period’s revenues were
much lower. Given the continued uncertainty in our markets and the fact that we
are unable to predict the timing of the recovery, we have adopted an even more
cautious approach to our activities, which includes the minimization of our
operational expenses and the taking of provisions for doubtful debts, even as we
continue pursuing marketing and product strategies that have proven to be
successful during the past year.
  Revenues. In general, our
revenues are derived from sales of our products and, to a lesser extent, from
sales of warranty services. Product revenues consist of gross sales of products,
less discounts, refunds and returns.
  Cost of
sales.  Cost of sales consists primarily of our manufacturing
costs, warranty expenses, allocation of overhead expenses and royalties to the
Chief Scientist. As part of our plan to reduce
product cost and improve manufacturing flexibility, we haveshifted to a
subcontracting model for the manufacturing of our products.  Currently, the functions performed by us
are the planning and integration of other companies’ solutions into our
products, while the subcontractors purchase the component parts, assemble the
product and test it. These functions can be divided as
follows:
  RADCOM
                          
                          SubcontractorPlanning
                          
                          Purchasing
      component partsIntegration
                          
                          AssemblyTesting
 
 We provide a non-binding rolling forecast every quarter
for the coming year, and submit binding purchase orders quarterly for material
needed in the next quarter to our subcontractors.  Purchase orders are
generally filled within three months of placing the order.  We are
charged by the unit, which ensures that unnecessary charges for reimbursements
are minimal.  We are not required to reimburse subcontractors for
losses that are incurred in providing services to us and there are no minimum
purchase requirements in our subcontracting arrangements.  If we
change components in our products, however, and the subcontractor already bought
components based on a purchase order, we would reimburse the subcontractor for
any expenses incurred relating to the subcontractor’s disposal of such
components.  The subcontracting arrangements are generally governed by
one-year contracts that are automatically renewable and that can be terminated
by either party upon ninety days’ written notice.
  Pg
37
  Our gross
profit is affected by several factors, including the introduction of new
products, price erosion due to increasing competition, the bargaining power of
larger clients, product mix and integration of other companies’ solutions into
our own.  During the initial launch and manufacturing ramp-up of a new
product, our gross profit is generally lower as a result of manufacturing
inefficiencies during that period.  As the difficulties in
manufacturing new products are resolved and the volume of sales of such products
increases, our gross profit generally improves. In addition, we attempt to
implement engineering and other improvements to our solutions to reduce their
cost. For example, in 2009 we announced the inclusion of new server technologies
from Hewlett Packard in our monitoring solutions, an innovation which improves
the performance and capacity of our solutions while reducing their cost. Also
affecting our gross profit is the level of post-sale support, which we attempt
to carry out as efficiently as possible. During 2008, as part of our efforts to
reduce expenses, we reduced the relevant workforce by 27%, while attempting to
maintain the same level of customer support.
  Most of
our products consist of a combination of hardware and
software.  Following an initial purchase of a product, a customer can
add additional functions by purchasing software packages.  These
packages may add functions to the product such as providing additional testing
data or adding the ability to test equipment based on different transmission
technologies.  Since there are no incremental hardware costs
associated with the sale of the add-on software, the gross margins on these
sales are higher.  We also have higher gross profit on sales in North
America, where we sell directly and through representatives, than on sales
outside North America where we sell through distributors.
  Research and
Development.  Research and development costs consist primarily
of salaries and, to a lesser extent, payments to subcontractors, raw materials
and overhead expenses.  We use raw materials to build prototypes of
our hardware and software products.  These prototypes have no value
since they cannot be sold or otherwise capitalized as inventory.  The
allocation of overhead expenses consists of a variety of costs, including rent,
office expenses (including telecommunications expenses) and administrative
costs, such as human resources activities.  The methodology for
allocating these expenses depends on the nature of the expense.  Costs
such as rent and associated costs are based on the square meters used by the
R&D department.  Administrative costs such as human resources
activities are allocated based on the number of employees in the
department.  There has been no change in methodology from year to
year.  These expenses have been partially offset by royalty-bearing
grants from the Israeli Office of the Chief Scientist.
  Sales and
Marketing.  Sales and marketing expenses consist primarily of
salaries, commissions to  representatives, advertising, trade shows,
promotional expenses, web site maintenance, and overhead expenses.
  General and Administrative
Expenses. General and administrative expenses consist primarily of
salaries and related personnel expenses for executive, accounting and
administrative personnel, professional fees (which include legal, audit and
additional consulting fees), bad debt expenses and other general corporate
expenses.
  Financial Expenses,
Net.  Financial expenses, net, consists primarily of interest
expenses paid on the venture lending loan, interest earned on bank deposits,
gains and losses from the exchange rate differences of monetary balance sheet
items denominated in non-dollar currencies and interest expenses on bank
short-term loans
  Additional
Expense for Share-Based Compensation
  SFAS
123(R), which requires all companies to measure compensation expense for all
share-based payments (including employee stock options) at fair value, became
effective for public companies for fiscal years beginning after June 15, 2005.
As a result of SFAS 123(R), we have been required to record an expense for
stock-based compensation plans. This has resulted in ongoing accounting charges
that have significantly reduced our net income. For further information, see the
section entitled “Share-Based Compensation” in Note 7 of the Notes to our
Consolidated Financial Statements.
  Summary
of Our Financial Performance in Fiscal Year 2008 Compared to Fiscal Year
2007
  For the
yearended December
31, 2008 our revenues increased by 13% to $15.2 million, while our net loss for
the year decreased by 33% to $5.8 million.
  Pg
38
  As
of the end of 2008, our cash, cash equivalents and short-term deposits totaled
$3.5 million, as compared with $3.8 million at the end of 2007. The decrease
reflected our net loss of $5.8 million, countered by the $5.0 million cash
infusion secured during the year from PIPE investors and a venture loan (see
below).
  For the
first three quarters of 2008, we achieved year-over-year revenue growth in
excess of 45%, reflecting primarily our success in Latin America and other
targeted emerging markets. However, in the fourth quarter, the effect of the
economic slowdown overcame this positive momentum, resulting in a year-over-year
reduction in our revenues for the quarter and a more moderate 13% level of
revenue growth for the year. As we entered 2009, we continued to see a reduction
in our revenues for the first quarter compared with the first quarter of 2008.
As our markets continue to be uncertain, it is difficult to forecast our
performance going forward.
  Reportable
Segments
  Management
receives sales information by product groups and by geographical
regions.  The cost of material and related gross profit for the Omni-Q
and the Performer family is almost identical.  Research and
development, sales and marketing, and general and administrative expenses are
reported on a combined basis only (i.e. they are not allocated to product groups
or geographical regions).  Because a measure of operating profit or
loss by product groups or geographical regions is not presented to the Company’s
management, we have concluded that we operate in one reportable
segment.
  A.           OPERATING
RESULTS
  The
following table sets forth, for the periods indicated, certain financial data
expressed as a percentage of sales:
  Year Ended December 31,2008
                  
                  
                  2007
                  
                  
                  2006Sales
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %Cost of sales
                  
                  
                  39.5
                  
                  
                  
                  40.0
                  
                  
                  
                  31.4Gross profit
                  
                  
                  60.5
                  
                  
                  
                  60.0
                  
                  
                  
                  68.6Operating expenses:Research and development
                  
                  
                  42.7
                  
                  
                  
                  54.7
                  
                  
                  
                  29.0Less royalty-bearing
      participation
                  
                  
                  13.9
                  
                  
                  
                  15.5
                  
                  
                  
                  8.1Research and development,
    net
                  
                  
                  28.8
                  
                  
                  
                  39.2
                  
                  
                  
                  20.9Sales and marketing
                  
                  
                  49.1
                  
                  
                  
                  68.7
                  
                  
                  
                  39.1General and administrative
                  
                  
                  18.5
                  
                  
                  
                  17.7
                  
                  
                  
                  10.8Total operating expenses
                  
                  
                  96.4
                  
                  
                  
                  125.6
                  
                  
                  
                  70.8Operating  loss
                  
                  
                  35.9
                  
                  
                  
                  65.6
                  
                  
                  
                  2.2Financial income (loss),
net
                  
                  
                  (2.0
                  )
                  
                  
                  2.0
                  
                  
                  
                  2.0Net loss
                  
                  
                  37.9
                  
                  
                  
                  63.6
                  
                  
                  
                  0.2
  Pg
39
  Financial
Data for Year Ended December 31, 2008 Compared with Year Ended December 31,
2007
 
 RevenuesYear Ended December 31,
                          
                          
                          % Change
                          
                          
                          % Change(in millions of U.S. dollars)
                          
                          
                          2008 vs.
                          
                          
                          2007 vs.2008
                          
                          
                          2007
                          
                          
                          2006
                          
                          
                          2007
                          
                          
                          2006The
      Omni-Q family
                          
                          
                          11.7
                          
                          
                          
                          9.5
                          
                          
                          
                          15.7
                          
                          
                          
                          23
                          
                          
                          
                          (39
                          )The
      Performer family and others
                          
                          
                          3.5
                          
                          
                          
                          4.0
                          
                          
                          
                          7.8
                          
                          
                          
                          (12
                          )
                          
                          
                          (49
                          )Total
      revenues
                          
                          
                          15.2
                          
                          
                          
                          13.5
                          
                          
                          
                          23.5
                          
                          
                          
                          13
                          
                          
                          
                          (43
                          )
 
 Revenues.  In 2008,
our revenues increased by 13% compared to 2007, reflecting the successful
execution of a strategy aimed at leveraging a number of specific growth engines
within the telecommunications markets, including the 3G Cellular and VoIP
markets in emerging markets, and IMS in developed markets. During the year, we
executed this strategy more successfully than in 2007, resulting both in the
higher revenues and an increase in our average deal size from small to medium
and large-sized. However, the increased complexity that characterizes larger
deals led naturally to longer sales cycles and more conditional payment terms, a
reality which in turn led to longer time delays between the date of booking and
revenue recognition.
  Our sales
network includes RADCOM Equipment, our wholly-owned subsidiary in the United
States, as well as nine independent representatives, and more than 35
independent distributors in over 35 other countries.  The table below
shows the sales breakdown by territory:
  Year Ended December 31,
                                  
                                  
                                  Year Ended December 31,(in millions of U.S. dollars)
                                  
                                  
                                  (as percentages)2008
                                  
                                  
                                  2007
                                  
                                  
                                  2006
                                  
                                  
                                  2008
                                  
                                  
                                  2007
                                  
                                  
                                  2006Europe
                                  
                                  
                                  6.3
                                  
                                  
                                  
                                  5.7
                                  
                                  
                                  
                                  9.4
                                  
                                  
                                  
                                  41.4
                                  %
                                  
                                  
                                  31.8
                                  %
                                  
                                  
                                  40.0
                                  %North
      America
                                  
                                  
                                  2.5
                                  
                                  
                                  
                                  4.3
                                  
                                  
                                  
                                  7.6
                                  
                                  
                                  
                                  16.4
                                  
                                  
                                  
                                  42.2
                                  
                                  
                                  
                                  32.3Far
      East
                                  
                                  
                                  2.4
                                  
                                  
                                  
                                  1.6
                                  
                                  
                                  
                                  2.6
                                  
                                  
                                  
                                  15.8
                                  
                                  
                                  
                                  11.9
                                  
                                  
                                  
                                  11.1South
      America
                                  
                                  
                                  3.8
                                  
                                  
                                  
                                  1.2
                                  
                                  
                                  
                                  2.6
                                  
                                  
                                  
                                  25.0
                                  
                                  
                                  
                                  8.9
                                  
                                  
                                  
                                  11.1Others
                                  
                                  
                                  0.2
                                  
                                  
                                  
                                  0.7
                                  
                                  
                                  
                                  1.3
                                  
                                  
                                  
                                  1.4
                                  
                                  
                                  
                                  5.2
                                  
                                  
                                  
                                  5.5Total
      revenues
                                  
                                  
                                  15.2
                                  
                                  
                                  
                                  13.5
                                  
                                  
                                  
                                  23.5
                                  
                                  
                                  
                                  100.0
                                  %
                                  
                                  
                                  100.0
                                  %
                                  
                                  
                                  100.0
                                  %
  Two of
our distributors; one in South America and another in Europe, each accounted for
more than 10% of our sales in 2008. During 2007 no single customer accounted for
more than 10% of our sales. A major 3G CDMA mobile operator in North America
accounted for more than 10% of our sales in 2006.
  Cost
of Sales and Gross Profit
  Year ended December 31,(in millions of U.S. dollars)2008
                        
                        
                        2007
                        
                        
                        2006Cost
      of sales
                        
                        
                        6.0
                        
                        
                        
                        5.4
                        
                        
                        
                        7.4Gross
      profit
                        
                        
                        9.2
                        
                        
                        
                        8.1
                        
                        
                        
                        16.1
 Cost of
sales.   During 2008 profitability on our non fixed costs
was 31% which is the same as during 2007. In addition, our cost of sales is
affected by the level of post-sale support that we provide. During 2008, as part
of our cost-cutting initiative, we reduced the number of our post-sale support
personnel by 27%, a step that enabled us to increase our gross margins somewhat.
In 2008, although our gross margins increased by 13% as compared to 2007, gross
margins were lower than expected because revenues were lower than
expected.
  Pg
40
  Our cost
of sales consisted of fixed costs of approximately $2.1 million in 2008 and $2.2
million in 2007. Our cost of sales during 2008 included an expense of $18,000
for share based compensation, the same amount as for 2007.
  The
following table provides the approximate operating costs and expenses of the
Company in 2008, 2007 and 2006, as well as the percentage change of such
expenses in 2007 compared to 2006 and in 2008 compared to 2007:
  Operating Costs and ExpensesYear ended December 31,
                                        
                                        
                                        % Change
                                        
                                        
                                        % Change(in millions of U.S. dollars)
                                        
                                        
                                        2008vs.
                                        
                                        
                                        2007 vs.2008
                                        
                                        
                                        2007
                                        
                                        
                                        2006
                                        
                                        
                                        2007
                                        
                                        
                                        2006Research
      and development
                                        
                                        
                                        6.5
                                        
                                        
                                        
                                        7.4
                                        
                                        
                                        
                                        6.8
                                        
                                        
                                        
                                        (12.2
                                        )
                                        
                                        
                                        8.8Less
      royalty-bearing participation
                                        
                                        
                                        2.1
                                        
                                        
                                        
                                        2.1
                                        
                                        
                                        
                                        1.9
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        10.5Research
      and development, net
                                        
                                        
                                        4.4
                                        
                                        
                                        
                                        5.3
                                        
                                        
                                        
                                        4.9
                                        
                                        
                                        
                                        (17.0
                                        )
                                        
                                        
                                        8.2Sales
      and marketing
                                        
                                        
                                        7.5
                                        
                                        
                                        
                                        9.3
                                        
                                        
                                        
                                        9.2
                                        
                                        
                                        
                                        (19.3
                                        )
                                        
                                        
                                        1.1General
      and administrative
                                        
                                        
                                        2.8
                                        
                                        
                                        
                                        2.4
                                        
                                        
                                        
                                        2.6
                                        
                                        
                                        
                                        16.7
                                        
                                        
                                        
                                        (7.7
                                        )Total
      operating expenses
                                        
                                        
                                        14.7
                                        
                                        
                                        
                                        17.0
                                        
                                        
                                        
                                        16.7
                                        
                                        
                                        
                                        (13.5
                                        )
                                        
                                        
                                        1.8
  Research and
Development.  Research and development expenses, gross,
decreased from $7.4 million in 2007 to $6.5 million in 2008. As a percentage of
total revenues, research and development expenses, gross, decreased from 54.7%
in 2007 to 42.7% in 2008. The decrease in our gross research and development
expenses from 2007 to 2008 is mainly attributable to our decrease in employees
and related expenses. This decrease was somewhat countered by the impact during
the first three quarters of the year of the strengthening value of the NIS
against the U.S. dollar, which increased the value of our NIS-based expenses,
mainly employee related expenses, as expressed in dollar terms. As of the end of
the year, we employed 48 research and development engineers, compared to 55 at
the end of 2007. We believe that our research and development efforts are a key
element of our strategy and are essential to our success and we intend to
maintain our commitment to research and development. An increase or a decrease
in our total revenue would not necessarily result in a proportional increase or
decrease in the levels of our research and development expenditures, which could
affect our operating margin. Our research and development costs during 2008
included an expense of $114,000 for share-based compensation, and $123,000 for
share-based compensation in 2007.
  Sales and
Marketing.  Sales and marketing expenses decreased
from approximately $9.3 million in 2007 to approximately $7.5 million in 2008,
reflecting our ongoing cost-cutting program. As a percentage of total revenues,
sales and marketing expenses decreased from 68.7% in 2007 to 49.1% in 2008. The
decrease is primarily attributable to our operations in the US which were
influenced by the reduction in work force and amount of commissions paid on the
lower level of sales. In addition, the results for 2007 included a liability of
$0.4 million, representing an arbitration award rendered in a dispute between
the Company and Qualitest Ltd., previously one of our non-exclusive distributors
in Israel. Our sales and marketing expenses during 2008 included an expense of
$177,000 for share-based compensation and $203,000 for share-based compensation
in 2007.
  Pg
41
  General and
Administrative.  General and administrative expenses for 2008
increased by 17.9% compared to 2007. This increase is mainly attributable to the
provision for bad debts and other expenses totaling approximately $460,000 in
2008 compared to $2,000 for 2007. In 2007 there was an increase in auditing
expenses and in expenses related to compliance with the Sarbanes-Oxley Act.
These expenses were at a similar level in 2008. The expenses during 2008
included $221,000 for share-based compensation and $220,000 for share-based
compensation in 2007.
  Financial Expenses (Income),
Net.  In 2008, we recorded financial expenses, net, of
approximately $309,000, while in 2007 we recorded financial income, net, of
approximately $265,000. The increase in financial expenses reflected the
interest due on the $2.5 million Venture Loan which we secured in April 2008, as
well as the fluctuation between the exchange rate between the NIS, the Dollar
and the Euro. In addition, the interest received from banks decreased as a
result of the reduction of interest rates.
  Financial
Data for Year Ended December 31, 2007 Compared with Year Ended December 31,
2006
  Revenues.  In 2007,
our revenue decreased by 43% compared to 2006 due to the combination of weakness
in the 3G and 3.5G Cellular market, longer average sales cycles and internal
execution problems. As identified in the second half of 2006, during 2007, we
continued to see an increase in triple-play network deployments, which reflected
a new scale of triple-play network deployments in the marketplace and which is
indicative of the significant challenge the triple-play network operators must
overcome in order to maintain quality services.  Due to the nature of
the service provider orders which represents a potential for larger sales on
average than equipment vendor orders, both the average size of our transactions
and the length of the sales cycle increased during 2007.
  Cost of sales.  Our
cost of sales consisted of fixed costs of approximately $2.2 million in 2007 and
$1.8 million in 2006. In 2007 our gross margins were lower than expected because
revenues were lower than expected and decreased by 43% compared to
2006.
  Our cost
of sales during 2007 included an expense of $18,000 for share-based compensation
and, $14,000 for share-based compensation in 2006.
  Research and
Development.  The increase in our gross research and
development expenses from 2006 to 2007 reflects our policy to support our
growing activities in various geographic regions and our long-term development
goals. Although the number of research and development employees decreased
during the year from 71 to 55 employees, the total expense
increased.  The reason for this is that the employees are in Israel
and are paid in NIS. As a result of the negative impact of the strengthening of
the value of the NIS against the U.S. dollar during 2007 the total expense is
higher than the previous year. Research and development expenses, gross,
increased from $6.8 million in 2006 to $7.4 million in 2007. As a percentage of
total revenues, research and development expenses, gross, increased from 29.0%
in 2006 to 54.7% in 2007. Our research and development costs during 2007
included an expense of $123,000 for share-based compensation, and $113,000 for
share-based compensation in 2006.
  Sales and Marketing.  As part
of our cost-cutting program, we decreased our ongoing employee related expenses
and other expenses during 2007 in the different regions in which we operate,
mainly in North America. This decrease, however, has been offset by the negative
impact of the strengthening of the value of the NIS against the U.S. dollar on
our salaries paid in Israel and a liability of $0.4 million, representing an
arbitration verdict rendered in a dispute between the Company and Qualitest
Ltd., previously one of our non-exclusive distributors in
Israel.
  Pg
42
 
 Sales and
marketing expenses increased from approximately $9.2 million in 2006 to
approximately $9.3 million in 2007. As a percentage of total revenues, sales and
marketing expenses increased from 39.1% in 2006 to 68.7% in 2007.
  Our sales
and marketing expenses during 2007 included an expense of $203,000 for
share-based compensation and $193,000 for share-based compensation in
2006.
  General and
Administrative.  General and administrative expenses for 2007
decreased by 6.3% compared to 2006. General and administrative expenses included
a provision for bad debts and other expenses totaling approximately $(2,000) for
2007, $557,000 for 2006 and $17,000 for 2005. In 2007 there was an increase in
salary which is explained as a result of the negative impact of the
strengthening of the value of the NIS against the U.S. dollar so the total
expense is higher than the previous year. In addition, auditing expenses and
expenses  related to compliance with the Sarbanes-Oxley Act also
increased. The expenses during 2007 included $220,000 for share-based
compensation and $238,000 for share-based compensation in 2006.
  Financial Income,
Net.  Financial income, net, was approximately $265,000 in 2007
compared to $472,000 in 2006. The decrease in financial income, net, in 2007
compared to 2006 was due to lower cash levels and lower prevailing rates of
return. The lower rates of return were due to general economic
conditions.
  B.
              LIQUIDITY
      AND CAPITAL RESOURCES
  We have
financed our operations through cash generated from operations, from the
proceeds of our 1997 initial public offering, from our 2004 and 2008 private
placement transactions, and from a venture lending loan secured in
2008.  Cash and cash equivalents at December 31, 2008, 2007 and 2006
were approximately $3.5 million, $3.8 million and $10.1 million, respectively.
Based on the most recently available information, we believe that our existing
capital resources and cash flows from operations will be adequate to satisfy our
liquidity requirements to meet our operating and loan obligations as they come
due for at least the next twelve months based on current sales projections and
spending.  However, if our actual sales and spending differ from our
projections, we may be required to borrow additional funds, restructure or
otherwise refinance our debt or reduce discretionary spending in order to
provide the required liquidity. These alternative measures may not be available
or successful and may not permit us to meet our scheduled debt service
obligations. Our ability to continue as a going concern is substantially
dependent on the successful execution of our sales and spending
projections.
  If
available liquidity is not sufficient to meet our operating and loan obligations
as they come due, our plans include pursuing alternative financing arrangements
or reducing expenditures as necessary to meet our cash requirements. However,
there is no assurance that, if required, we will be able to raise additional
capital or reduce discretionary spending to provide the required
liquidity.
 
 Net Cash Used in Operating
Activities.Net cash used in operating activities was approximately $5.0
million in 2008, $6.0 million in 2007 and $2.6 million in 2006.  The
negative net cash flow in 2008 was primarily due to the Company’s loss of
approximately $5.8 million, an increase of $1.7 million in trade receivables and
a decrease of approximately $0.8 million in other payables and accrued expenses.
This was partially offset by all the following items: a decrease of
approximately $0.6 million in inventory, increase of approximately $0.9 million
in trade payables, and together with employees’ share-option compensation of
approximately $530,000, approximately $610,000 of depreciation expenses and
approximately $371,000 of provision for doubtful accounts.
  The trade
receivables and days sales outstanding (DSO) are primarily impacted by payment
terms, shipment linearity in the quarter and collections
performance.  Trade receivables for 2008 increased to $7.1 million
from $5.9 million, reflecting the increase in total revenues as well as the
lengthening of our DSOs. During 2009, the trade receivables may increase as a
result of a further increase of sales and the lengthening of payment terms as
part of the current global economic slowdown.
  Pg
43
  The
overall decrease in inventory in 2008 relative to 2007 reflected our ongoing
efficiency efforts, countered partially by purchases made in the fourth quarter
in anticipation of sales whose schedules were delayed. All inventories are
accounted for at the lower of cost or market.  We expect the trend in
2008 which led to longer time delays between the date of booking and revenue
recognition to continue in 2009. This will also increase the inventory levels
until the date of revenue recognition and may result in larger inventory during
2009.
  The
increase in trade payables was primarily due to the increase in purchases of
inventory in the last quarter of 2008.  The decrease in other payables
and accrued expenses in 2008 was primarily a result of a decrease in accrued
expenses reflecting the lower level of costs in 2008 and our provision for our
dispute with Qualitest, which dispute is discussed in more detail in “Item
8—Financial Information—Consolidated Statements and Other Financial
Information—Legal Proceedings.”
  Net Cash Provided by/Used in
Investing Activities.Our investing activities generally
consist of two components: purchase and sale of short-term deposits, and
purchase of equipment. In 2008, as interest rates decreased, we held our cash in
deposits whose maturity was less than 3 months. In previous years we invested
cash that is surplus to our operating requirements in our short-term deposit
portfolio in order to maximize our interest rates. In 2007, we sold short-term
deposits, which provided us cash in the amount of $10.5 million and invested
surplus cash in the amount of $2.5 million. In 2006, we invested surplus cash in
the amount of $8.0 million.  Net cash provided by (used in) investing
activities in 2008, 2007 and 2006 totaled approximately $0.1 million, $7.6
million and $(8.3) million, respectively.
  Purchase of Equipment. Purchases of equipment in
2008, 2007 and 2006 were approximately  $120,000, $437,000 and
$327,000, respectively.  These expenditures were principally for
computers and equipment purchases. During 2009 we do not expect to purchase more
equipment than we did in 2008.
  Net Cash Provided by Financing
Activities.In 2008, net cash provided by financing activities totaled
approximately $4.9 million, including $2.4 from the private placement as
described below under “Private Placement - 2008”, $2.4 million from the venture
loan and issuance of warrants related to the loan, both as described below under
“Venture Loan from Plenus”.  In 2007, net cash provided by financing
activities totaled approximately $224,000, representing approximately $224,000
from the exercise of share options. In 2006, net cash provided by financing
activities totaled approximately $2.4 million, $974,000 from the exercise of
share options and approximately $1.4 million from the exercise of warrants from
the private placement as described below under “—Private Placement -
2004.”During 2009 we will start repaying the venture loan which current
maturities are approximately $1,167,000. In addition we will pay interest on the
loan of approximately $198,000 during 2009. The loan payments may include the
repayment of the full amount of the loan as could occur if we fail to comply
with certain financial covenants contained therein.
  Private
Placement. - 2004
  In March
2004, we raised $5.5 million in a private placement, or PIPE, of ordinary shares
and warrants.  This equity financing enabled us, among other things,
to sustain  compliance with certain continued listing requirements of
the NASDAQ Global Market, from which we transferred to the NASDAQ Capital Market
in October 2007 (See “Item 3—Key Information—Risk Factors—We might not satisfy
all the requirements for continued listing on the NASDAQ Capital Market, and our
shares may be delisted”). Under the PIPE transaction, we issued 962,885 of our
ordinary shares at an aggregate purchase price of $5.5 million, or $5.712 per
ordinary share.  The investors in the PIPE included Star Ventures,
B.C.S. Group, Yehuda Zisapel, Zohar Zisapel, and others.  We also
issued to the investors warrants to purchase up to 240,722 ordinary shares at an
exercise price of $9.012 per share.  The warrants were exercisable for
two years from the closing of the PIPE. As part of the private placement, we
filed with the SEC a resale registration statement covering the shares purchased
in the private placement (including the shares underlying the warrants); our F-3
was filed with the SEC on May 13, 2004, while our amended F-3/As were filed on
October 15, 2004 and November 26, 2004.  The registration was declared
effective by the SEC on December 10, 2004.  We incurred expenses of
approximately $189,000 in connection with the offering.  Our net
proceeds from the offering were approximately $5.3 million. In 2006 and 2005 the
investors exercised warrants to purchase 156,469 ordinary shares and 82,064
ordinary shares, respectively. Our net proceeds from these exercises were
approximately $1.4 million and $725,000 , respectively.
  Pg
44
  Private
Placement. - 2008
  In
February 2008, we raised $2.5 million in a private placement, or PIPE, of
ordinary shares and warrants.  Under the PIPE transaction, we issued
976,563 of our ordinary shares at an aggregate purchase price of $2.5 million,
or $2.56 per ordinary share (this price per share reflects a four-for-one
reverse share split which we effected in June 2008).  The investors in
the PIPE included Zohar Zisapel.  We also issued to the investors
warrants to purchase up to 325,520 ordinary shares at an exercise price of $3.20
per share.  The warrants are exercisable for three years from the
closing of the PIPE. As part of the private placement, we filed with the SEC a
resale registration statement covering the shares purchased in the private
placement (including the shares underlying the warrants); our F-3 was filed with
the SEC on August 7, 2008.  The registration statement was declared
effective by the SEC on August 26, 2008.  We incurred expenses of
approximately $96,000 in connection with the offering.  Our net
proceeds from the offering were approximately $2.4 million.
  Venture
Loan from Plenus
  In April
2008, we closed a $2.5 million venture loan from Plenus, a leading Israeli
venture-lending firm. The loan is for a period of three years, and bears
interest at the rate of 10% per annum. In addition, we granted Plenus a warrant
to purchase our ordinary shares in the amount of $450,000. The warrant is
exercisable for a period of five years, and its exercise price is $2.56 per
share (this price per share reflects a four-for-one reverse share split which we
effected in June 2008). We also granted Plenus registration rights in respect of
the shares underlying the warrant. In connection with the loan from Plenus, we
granted Plenus a fixed charge over our intellectual property assets and a
floating charge over our assets. Radcom Equipment Inc., our U.S. subsidiary,
granted Plenus a security interest over its assets, and our subsidiaries
provided Plenus with guarantees with respect to the loan. The loan also includes
financial covenants which relate to the level of revenues or bookings, operating
income and cash balances of the Company. Under these covenants, beginning in the
first quarter of 2009 our revenues or bookings must be at least $3.0 million per
quarter. In 2008, our revenues or bookings needed to be at least $2.5 million
per quarter. In addition, our operating loss per quarter may not exceed $1
million. Notwithstanding the foregoing, we shall not be deemed to be in breach
of this operating loss financial covenant even if during any of the quarters our
operating loss exceeds $1 million, if our cumulative operating losses during
such quarter and the immediately preceding and immediately ensuing financial
quarter are less than $3 million in the aggregate.  In addition, there is a
minimum cash balance carve-out – that as long as our available cash is equal to
or greater than twice the outstanding loan balance, we do not have to comply
with any of the foregoing revenues/booking or operating loss tests.
 
 We are
required to comply with the foregoing financial covenants on a quarterly basis.
In May 2009, following the repayment of US$500,000 of the loan principal amount,
Plenus granted us a waiver with respect to any claims of default under the
financial covenants as of March 31, 2009. There is no assurance that we will be
able to comply with these covenants during any applicable financial quarter
subsequent to the first quarter of 2009. For more information, see “Item 3D-
Risk Factors - If we fail to comply with the financial covenants of a loan
provided to us by the venture lending firm Plenus, it could become due and
payable immediately”.
  Pg
45
  Impact
of Related Party Transactions
  We have
entered into a number of agreements with certain companies, of which Yehuda
Zisapel and Zohar Zisapel are co-founders, directors and/or principal
shareholders (collectively, the “RAD-Bynet Group”).  Of these
agreements, the office space leases and the distribution agreement with Bynet
Electronics Ltd. (described in the section entitled “Related Party Transactions”
below) in Israel are material to our operations.  The pricing of the
transactions was determined based on negotiations between the
parties.  Members of our management reviewed the pricing of the lease
and distribution agreements and confirmed that these agreements were not
different from terms that could have been obtained from unaffiliated third
parties.  We believe, however, that due to the affiliation between us
and the RAD-Bynet Group, we have greater flexibility on certain issues than what
may be available from unaffiliated third parties. In the event that the
transactions with members of the RAD-Bynet Group are terminated and we enter
into similar transactions with unaffiliated third parties, that flexibility may
no longer be available to us.
  In
February 2008, we completed a PIPE in which we raised $2.5 million from certain
investors, including our Chairman (Mr. Zohar Zisapel), Zohar Gilon (one of our
directors) and his son (Amit Gilon) who invested in the aggregate $1.75 million.
For more information regarding this PIPE, see “Item 5—Operating and Financial
Review and Prospects—Liquidity and Capital Resources” above.
  Impact
of Inflation and Foreign Currency Fluctuations
  Most of
our revenues are generated in U.S dollars and the majority of our cost of
revenues is incurred, primarily in transactions denominated in dollars.
Accordingly, we consider the U.S. dollar to be our functional currency. Since we
pay the salaries of our Israeli employees in NIS, the dollar cost of our
operations is influenced by the exchange rates between the NIS and the
dollar.  While we incur some expenses in NIS, inflation in Israel will
have a negative affect on our profits for contracts under which we are to
receive payment in dollars or dollar-linked NIS, unless such inflation is offset
on a timely basis by a devaluation of the NIS in relation to the
dollar.
  Inflation
in Israel has occasionally exceeded the devaluation of the NIS against the
dollar or we have faced the strengthening of the value of the NIS against the
U.S. dollar.  In the first two quarters of 2008, for example, the
value of the NIS expressed in dollar terms increased significantly, raising our
Israeli-based costs as expressed in dollars.  Under these conditions,
we experienced higher dollar costs for our operations in Israel, adversely
affecting our dollar-measured results of operations. This trend was reversed
during the last two quarters of 2008 and during the first quarter of 2009. In
2009, we expect that an increase of NIS 0.1 to the exchange rate of the NIS to
U.S. dollar will decrease our expenses expressed in dollar terms by $48,000 per
quarter and vise versa.
  Because
exchange rates between the NIS and the dollar fluctuate continuously exchange
rate fluctuations will have an impact on our profitability and period-to-period
comparisons of our results.  The effects of foreign currency
re-measurements are reported in our financial statements as financial income or
expense.
  Effective
Corporate Tax Rate
  Israeli
companies were generally subject to corporate tax on their taxable income at the
rate of 27% for the 2008 tax year. Following an amendment to the Israeli Income
Tax Ordinance [New Version], 1961 (the “Tax Ordinance”), the corporate tax rate
is scheduled to continue to decrease as follows:  26% for the 2009 tax
year and 25% for the 2010 tax year and thereafter. Israeli companies are
generally 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.
  Pg
46
  Our
manufacturing facilities have been granted “Approved Enterprise”
status  under the “Investments Law” – the Law for the Encouragement of
Capital Investments, 1959, as amended – and consequently are eligible, subject
to compliance with specific requirements,for
tax benefits beginning when such facilities first generate taxable
income.  (For additional information on Approved Enterprise status,
see “Item 10—Additional Information—Taxation—Israeli Tax Considerations—Law for
the Encouragement of Capital Investments, 1959.”) The tax benefits under the
Investment Law are not available with respect to income derived from products
manufactured outside of Israel.  We have derived, and expect to
continue to derive, a substantial portion of our income from our Approved
Enterprise facilities.  We are entitled to a tax exemption for a
period of two to four years (in respect of income derived from our Tel Aviv
facility), commencing in the first year in which such income is earned, subject
to certain time restrictions. These time periods have not yet commenced because
we have incurred net operating losses for Israeli tax purposes.  At
December 31, 2008, we had net operating loss carry-forwards (unlimited in
time) of approximately $38.5 million.
  Our
effective corporate tax rate may substantially exceed the Israeli tax
rate.  Our U.S. subsidiary will generally be subject to applicable
U.S. federal, state, local and foreign taxation, and we may also be subject to
taxation in the other foreign jurisdictions in which we own assets, have
employees or conduct activities.  Our U.S. subsidiary had net
operating loss carry-forwards of approximately $11.1 million available at
December 31, 2008 for U.S. federal and state income tax
purposes.  These carry-forwards may offset future taxable income and
expire from 2009 through 2026 for U.S. federal income tax purposes and in the
years 2009  through 2013 for state tax
purposes.  Because of the complexity of these local tax provisions, we
are unable to anticipate the actual combined effective corporate tax rate that
will apply to us.
  We
recorded a valuation allowance at December 31, 2008 for all of our deferred tax
assets.  Based on the weight of available evidence, it is more likely
than not that all of our deferred tax assets will not be realized.
  Government
Grants and Related Royalties
  The
Government of Israel, through the Office of the Chief Scientist, encourages
research and development projects pursuant to the R&D Law and the
regulations promulgated thereunder.  We may receive from the Office of
the Chief Scientist up to 50% of certain approved research and development
expenditures for particular projects.  We recorded grants from the
Office of the Chief Scientist totaling approximately $2.1 million in 2008, $2.1
million in 2007 and $1.9 million in 2006.  Pursuant to the terms of
these grants, we are obligated to pay royalties of 3.5% of revenues derived from
sales of products (and related services) funded with these grants.  In
the event that a project funded by the Office of the Chief Scientist does not
result in the development of a product which generates revenues, we would not be
obligated to repay the grants we received for the product’s
development.  Royalties’ expenses relating to the Office of the Chief
Scientist grants included in the cost of sales for years ended December 31,
2008, 2007 and 2006 were $533,000, $412,000 and $807,000, respectively. The
total research and development grants that we have received from the Office of
the Chief Scientist as of December 31, 2008 were $29.1 million.  For
projects authorized since January 1, 1999, the repayment interest rate is
LIBOR.  As of December 31, 2008, the accumulated interest was $4.0
million,  the accumulated royalties paid to the Office of the Chief
Scientist were $7.7 million and our contingent liability to the Office of the
Chief Scientist in respect of grants received was approximately $25.4
million.  For additional information, see “Item 4—Information on the
Company—Business Overview—Israeli Office of the Chief Scientist.”
  We are
also obligated to pay royalties to the BIRD Foundation, with respect to sales of
products based on technology resulting from research and development funded by
the BIRD Foundation.  Royalties to the BIRD Foundation are payable at
the rate of 5% based on the sales revenues of such products, up to 150% of the
grant received, linked to the United States Consumer Price Index.  As
of December 31, 2008, we had a contingent obligation to pay the BIRD
Foundation aggregate royalties in the amount of approximately
$323,000.  Since 1995 we have not received grants from the BIRD
Foundation.
  Pg
47
  Critical
Accounting Policies and Estimates
  The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States requires us to
make judgments, assumptions, and estimates that affect the amounts reported in
the Consolidated Financial Statements and accompanying notes. Note 2 to the
Consolidated Financial Statements describes the significant accounting policies
and methods used in the preparation of the Consolidated Financial Statements.
The accounting policies described below are significantly affected by critical
accounting estimates. Such accounting policies require significant judgments,
assumptions, and estimates used in the preparation of the Consolidated Financial
Statements, and actual results could differ materially from the amounts reported
based on these policies.
 
 Revenue recognition.Our
products are generally integrated with software that is essential to the
functionality of the equipment. Additionally, we provide unspecified software
upgrades and enhancements related to the equipment through our maintenance
contracts for most of our products. Accordingly, we account for revenue in
accordance with Statement of Position No. 97-2, “Software Revenue Recognition,”
and all related interpretations. Revenue is recognized when all of the following
criteria have been met: (1) persuasive evidence of an arrangement exists, (2)
delivery has occurred, (3) the vendor's fee is fixed or determinable and (4)
collectability is probable.
 
 In
instances where final acceptance of the product or system is specified by the
customer, revenue is deferred until all acceptance criteria have been met. When
a sale involves multiple elements, such as sales of products that include
services, the entire fee from the arrangement is allocated to each respective
element based on its relative fair value and recognized when revenue recognition
criteria for each element are met. The amount of product and service revenue
recognized is affected by our judgment as to whether an arrangement includes
multiple elements and, if so, whether vendor-specific objective evidence of fair
value exists. Changes to the elements in an arrangement and our ability to
establish vendor-specific objective evidence for those elements could affect the
timing of the revenue recognition.
  After the warranty period initially
provided with our products, we may sell extended warranty contracts, which
includes bug fixing and a hardware warranty. In such cases, revenues
attributable to the extended warranty are deferred at the time of the initial
sale and recognized ratably over the extended contract warranty
period.
  Most of our revenues are generated from
sales to independent distributors. We have a standard contract with our
distributors. Based on this agreement, sales to distributors are generally final
and distributors have no rights of return or price protection. We are not a
party to the agreements between distributors and their customers.
  We also generate sales through
independent representatives. These representatives do not hold any of our
inventories, and they do not buy products from us. We invoice the end-user
customers directly, collect payment directly and then pay commissions to the
representative for the sales in its territory. We report sales through
independent representatives on a gross basis, based on the indicators of EITF
99-19, “Reporting Revenue Gross as a Principal versus Net as an
Agent.”
  Pg
48
  Trade
receivables.  Trade receivables are recorded less the related
allowance for doubtful accounts receivable. The allowance for doubtful accounts
was $1.1 million and $0.7 million as of December 31, 2008 and 2007,
respectively. The allowance is based on our assessment of the collectability of
customer accounts. We regularly review the allowance by considering factors such
as historical experience, credit quality, age of the accounts receivable
balances, and current economic conditions that may affect a customer’s ability
to pay. The balance sheet allowance for doubtful accounts for all of the
reported periods through December 31, 2008, is determined as a specific amount
for those accounts the collection of which is uncertain. The increase of the
allowance in 2008 is a result of current economic conditions. If a major
customer’s creditworthiness deteriorates, or if actual defaults are higher than
our historical experience, or if other circumstances arise, our estimates of the
recoverability of amounts due to us could be overstated, and additional
allowances could be required, which could have an adverse impact on our results
of operations.
  Inventories. Inventory
is written down based on excess and obsolete inventories determined primarily by
future demand forecasts. Inventory write-downs are measured as the difference
between the cost of the inventory and market based upon assumptions about future
demand and are charged to the provision for inventory, which is a component of
our cost of sales. At the point of the loss recognition, a new, lower cost basis
for that inventory is established, and subsequent changes in facts and
circumstances do not result in the restoration or increase in that newly
established cost basis.
 If there were to be a sudden and
significant decrease in demand for our products, or if there were a higher
incidence of inventory obsolescence because of rapidly changing technology and
customer requirements, we could be required to increase our inventory
write-downs and gross margin could be adversely affected. Inventory and supply
chain management remain areas of focus as we balance the need to maintain supply
chain flexibility to help ensure competitive lead times with the risk of
inventory obsolescence.
 In
addition, we add to the cost of finished products and work in process held in
inventory the overhead from our manufacturing process.  If these
estimates change in the future, the amount of overhead allocated to cost of
revenues would change.
  Allowance for product
warranty.The liability
for product warranties, included in other current liabilities, was $136,000 as
of December 31, 2008, compared with $220,000 as of December 31, 2007. During
2008, as part of our cost-cutting initiative, we reduced the number of our
post-sale support personnel by 27% and based on additional considerations of the
estimated liability, we decreased the liability in 2008. See Note 2N to the
Consolidated Financial Statements. Our products are generally covered by a
one-year warranty. We accrue for warranty costs as part of our cost of sales
based on associated technical support employee related costs. Technical support
employee related cost is estimated based primarily upon historical trends in the
rate of customer cases and the cost to support the customer cases within the
initial warranty period compared to the anticipated future volume of extended
warranty.
 
 The
provision for product warranties issued during 2008, 2007, and 2006 was
$108,000, $193,000, and $422,000, respectively. During 2007 and 2008, as part of
our cost-cutting initiative, we reduced the number of our post-sale support
personnel and based on additional considerations of the estimated provision, we
decreased the provision for those years. If we experience an increase in
warranty claims compared with our historical experience and estimations, or if
the cost of servicing warranty claims is greater than expected, our gross margin
could be adversely affected.
  Share option
plans. On January 1, 2006, we adopted SFAS No. 123(R), which requires the
measurement and recognition of compensation expense for all share-based payment
awards made to employees and directors based on estimated fair values using the
modified prospective transition method.  In March 2005, the SEC issued
Staff Accounting Bulletin No. 107 (“SAB 107”) relating to SFAS
123(R).  We have applied the provisions of SAB 107 in our adoption of
SFAS 123(R) using the modified prospective transition method, which requires the
application of the accounting standard as of January 1, 2006.  In
accordance with the modified prospective transition method, our consolidated
financial statements for periods prior to January 1, 2006 have not been restated
to reflect, and do not include, the impact of SFAS
123(R).  Share-based compensation expense recognized under SFAS 123(R)
for fiscal year 2008, 2007 and 2006 was $530,000, $564,000 andd $558,000,
respectively.
  Pg
49


SFAS
123(R) requires companies to estimate the fair value of share-based payment awards on
the grant date using an option-pricing model.  The value of the
portion of the award that is ultimately expected to vest is recognized as
expense over the requisite service periods in our consolidated statements of
operations.  SFAS 123(R) requires forfeitures to be estimated at the
time of grant in order to estimate the amount of share-based awards that will
ultimately vest.  The estimate is based on our historical rates of
forfeiture.  Share-based compensation expense recognized in our
consolidated statement of operations commencing January 1, 2006 includes (i)
compensation expense for share-based payment awards granted prior to, but not
yet vested as of December 31, 2005, based on the grant-date fair value estimated
in accordance with the pro forma provisions of SFAS 123 and (ii) compensation
expense for the share-based payment awards granted subsequent to December 31,
2005, based on the grant-date fair value estimated in accordance with the
provisions of SFAS 123(R). See also Note 2O of the Notes to our Consolidated
Financial Statements, for further information.




The SEC
staff does not expect the “simplified” method to be used when sufficient
information regarding exercise behavior, such as historical exercise data or
exercise information from external sources, becomes available. We currently use
simplified estimates and expect to continue using such method until historical
exercise data will provide useful information to develop expected life
assumption.





Recently
Issued Accounting Pronouncements




On
January 1, 2008, we adopted the provisions of SFAS No 157, "Fair Value Measurements",for
fair value measurements of financial assets and financial liabilities and for
fair value measurements of nonfinancial items that are recognized or disclosed
at fair value in the financial statements on a recurring basis (“statement
157”). Statement 157 defines fair value as the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Statement 157 also establishes a
framework for measuring fair value and expands disclosures about fair value
measurements. FASB Staff Position FAS 157-2, “Effective Date of FASB Statement
No. 157”, delays the effective date of Statement 157 until fiscal years
beginning after November 15, 2008 for all nonfinancial assets and nonfinancial
liabilities that are recognized or disclosed at fair value in the financial
statements on a nonrecurring basis. Adopting Statement 157 on January 1, 2008
had no impact on our consolidated results of operations and financial
position.




On
January 1, 2009, we will be required to apply the provisions of Statement 157 to
fair value measurements of nonfinancial assets and nonfinancial liabilities that
are recognized or disclosed at fair value in the financial statements on a
nonrecurring basis. We anticipate that the impact, if any, of applying these
provisions will be immaterial on our consolidated financial position and results
of operations.




In
October 2008, the FASB issued FASB Staff Position FAS 157-3, “Determining the
Fair Value of a Financial Asset When the Market for That Asset is Not Active”,
which was effective immediately (“FSP FAS 157-3”). FSP FAS 157-3 clarifies the
application of Statement 157 in cases where the market for a financial
instrument is not active and provides an example to illustrate key
considerations in determining fair value in those circumstances. The
adoption of FSP FAS 157-3 did not have an impact on our consolidated results of
operations and financial position.


Pg
50


In
December 2007, the SEC staff issued Staff Accounting Bulletin No. 110 (“SAB
110”), which, effective January 1, 2008, amends SAB 107, "Share-Based
Payment". SAB 110 expresses the views of the SEC staff regarding the use of a
“simplified” method in developing the expected life assumption in accordance
with FASB Statement No. 123(R). The use of the “simplified” method, was
scheduled to expire on December 31, 2007. SAB 110 extends the use of the
“simplified” method in certain situations. The SEC staff does not expect the
“simplified” method to be used when sufficient information regarding exercise
behavior, such as historical exercise data or exercise information from external
sources, becomes available. We currently use the simplified estimates and expect
to continue using such method until historical exercise data will provide useful
information to develop expected life assumption.





In
December 2007, the FASB issued SFAS No. 141R, Business Combinations (“Statement
141R”) and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial
Statements– an amendment to ARB No. 51” (“Statement 160”). Statements 141R and
160 require most identifiable assets, liabilities, noncontrolling interests, and
goodwill acquired in a business combination to be recorded at “full fair value”
and require noncontrolling interests (previously referred to as minority
interests) to be reported as a component of equity, which changes the accounting
for transactions with noncontrolling interest holders. Both Statements are
effective for periods beginning on or after December 15, 2008, and earlier
adoption is prohibited. Statement 141R will be applied to business combinations
occurring after the effective date. Statement 160 will be applied prospectively
to all noncontrolling interests, including any that arose before the effective
date.  We believe that the adoption of Statement 141R and Statement
160 will have no impact on our future consolidated results of operations and
financial condition.





In March
2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement No. 133
(“SFAS 161”). SFAS 161 is intended to improve financial reporting about
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand the effects of the derivative
instruments on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning on or after November 15, 2008. We believe that the
adoption of SFAS 161 is not expected to have a material effect on our future
consolidated results of operations and financial condition.





In June
2008, the FASB’s Emerging Issues Task Force reached a consensus on EITF Issue
No. 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to
an Entity’s Own Stock.” This EITF Issue provides guidance on the determination
of whether such instruments are classified in equity or as a derivative
instrument. We adopted the provisions of EITF 07-5 commencing from January 1,
2009 and the warrants disclosed in Note 7A.4 to our Consolidated Financial
Statements will be subject to that guidance.




Pg
51




On
January 1, 2009, we will record a cumulative effect of change in accounting
principle as reflected in the following table:


Effect
      ofDecember
      31
                
                
                Adoption
      of
                
                
                January
      12008
                
                
                EITF
      07-5
                
                
                2009US$
      thousands
                
                
                US$
                    thousands
                
                
                US$
                    thousandsAdditional
      paid-in capital
                
                
                51,474
                
                
                
                (266
                )
                
                
                51,208Accumulated
      deficit
                
                
                (46,665
                )
                
                
                233
                
                
                
                (46,432
                )Long-term
      liability – Plenus warrant
                
                
                -
                
                
                
                33
                
                
                
                33-




In May
2009, the FASB issued FASB Statement No. 165, “Subsequent
Events,”
addressing accounting and disclosure requirements related to subsequent events
(“Statement 165”). Statement 165 requires management to evaluate subsequent
events through the date the financial statements are either issued or available
to be issued, depending on the company’s expectation of whether it will widely
distribute its financial statements to its shareholders and other financial
statement users. Companies will be required to disclose the date through which
subsequent events have been evaluated. Statement 165 is effective for interim or
annual financial periods ending after June 15, 2009 and should be applied
prospectively. The adoption of Statement 165 is not expected to have a material
effect on our financial statements.




C.
              RESEARCH
      AND DEVELOPMENT, PATENTS AND
LICENSES




See “Item
4—Information on the Company—Business Overview—Research and Development” “Item
4—Information on the Company—Business Overview—Proprietary Rights” And “Item 5-
Operating and Financial Review and Prospects- Research and
Development”.




D.
                TREND
      INFORMATION




While
2008 spending in the industry by service providers was similar to 2007, the
economic slow down effected our market significqantly. While some operators find
our solution as mission critical, others decided to postpone their spending,
Competition became more aggressive and customers became more
demanding.




The
rollout of data services over new 3G and 3.5G cellular networks also reached the
developing countries. While most existing 3G and 3.5G networks are still
used primarily for voice services there is an increasing demand for data service
adoption . Mobile data cards and other mobile data services are becoming a
significant revenue source for operators and we see an increased demand for our
solutions for this segment.




There is
a clear global trend of government regulations that are opening communication
markets to competition. In each major deregulated market, at least three service
providers compete in each service segment. This competition drives increased
spending on the marketing of next-generation services, and therefore increased
usage, which itself increases the potential need for service assurance
solutions. As services more technologically complex and their volumes increase,
service quality becomes an issue that must be addressed.




As part
of this increase in competition, we have begun to see rapid adoption of SIGTRAN
technology to lower the operational cost for signaling networks and to handle
the increased network traffic. This move helps service providers justify the
move to NGN solutions and increases our addressable market.


Pg
52


Fixed
mobile Convergence (FMC) has become a significant challenge that is resulting in
a trend towards service provider consolidation. Recent examples are the merger
of KPN, KPN mobile and Cingular, and the AT&T mergers. These mergers
influenced decision making processes, resulting in a temporary slowdown in
procurement and deployment of new telecommunications equipment. From the
technology side, IMS is being accepted as the technology of choice to implement
and deliver converged network services. A variety of different types of service
providers, including many that own both cellular and wireline operations, are
currently at the trial level and anticipate moving into an operational mode with
IMS technologies during the next two years. Such a transition could increase the
need for service monitoring solutions, because IMS, as a new service platform,
introduces new network monitoring challenges for service providers.




E.
            OFF–BALANCE
      SHEET ARRANGEMENTS




In April
2008, in connection with the venture loan from Plenus, we granted to Plenus a
warrant to purchase up to 175,781 ordinary shares with an exercise price of
$2.56 per ordinary share for a total amount of $450,000. The warrant is
exercisable for a period of five years. As of December 31, 2008, the warrant was
not exercised and is presented as part of the equity.




F.
            TABULAR
      DISCLOSURE OF CONTRACTUAL
OBLIGATIONS




The
following table of our material contractual obligations as of December 31, 2008,
summarizes the aggregate effect that these obligations are expected to have on
our cash flows in the periods indicated:




Payments due by periodContractual Obligations
                  
                  Total
                  
                  
                  Less than
                    1 year
                  
                  
                  1-3
                    years
                  
                  
                  3-5
                    years
                  
                  
                  More than
                    5 years(in
      thousands of U.S. dollars)Property
      Leases
                  
                  $
                  779
                  
                  
                  $
                  657
                  
                  
                  $
                  122
                  
                  
                  
                  —
                  
                  
                  
                  —Open
      Purchase Orders
                  
                  
                  775
                  
                  
                  
                  775
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Operating
      Leases
                  
                  
                  814
                  
                  
                  
                  313
                  
                  
                  
                  405
                  
                  
                  $
                  96Long-term
      loan
                  
                  
                  2,319
                  
                  
                  
                  1,167
                  
                  
                  
                  1,152
                  
                  
                  
                  —
                  
                  
                  
                  —Total
                  
                  $
                  4,687
                  
                  
                  $
                  2,912
                  
                  
                  $
                  1,679
                  
                  
                  $
                  96
                  
                  
                  
                  —




Open purchase
orders.  We
purchase components from a variety of suppliers and use several contract
manufacturers to provide manufacturing services for our
products.  During the normal course of business, in order to manage
manufacturing lead times and help assure adequate component supply, we enter
into agreements with contract manufacturers and suppliers that allow them to
procure inventory based upon criteria as defined by our
requirements.  In certain instances, we provide a non-binding forecast
every 12 months, and we submit binding purchase orders quarterly for material
needed in the next quarter.  These agreements allow us the option to
cancel, reschedule, and adjust our requirements based on our business needs
prior to firm orders being placed.  There are no penalties incurred
for not taking delivery; however, if we alter the components in our products,
when the manufacturer has bought components based on a purchase order, we
reimburse the manufacturer for any losses incurred relating to the
manufacturer’s disposal of such components.  Consequently, only a
portion of our reported purchase commitments arising from these agreements are
firm, non-cancelable, and unconditional commitments and included in the table
above.




Our
liability relating to the long term loan is to pay the lenders $2.5 million. In
the financial statements the proceeds from the issuance of the loan with
detachable share purchase warrants were allocated between the two instruments
based on relative fair value. As a result, the amount presented as long term
loan is lower than our expected cash flow obligations.




Our
liability for severance pay for Israeli employees is calculated pursuant to
Israeli severance pay law based on the most recent monthly salary of the
employees multiplied by the number of years of employment as of the balance
sheet date. After completing one full year of employment, our  Israeli
employees are entitled to one month's salary for each year of employment or a
portion thereof. Our total liability at December 31, 2008 was $3,265,000. Timing
of payment of this liability is dependent on timing of the departure of the
employees.


Pg
53


In
addition, we are required to pay royalties as percentages of the revenues
derived from products incorporating know-how developed from research and
development grants from the Office of the Chief Scientist. Royalty rates were 3%
- 3.5% in 2003 and 3.5% in 2004 and subsequent years.  As of
December 31, 2008, our contingent liability to the Office of the Chief
Scientist in respect of grants received was approximately $25.4 million and our
contingent liability to the BIRD Foundation in respect of funding received was
approximately $323,000.  If we do not generate revenues from products
incorporating know-how developed within the framework of these programs, we will
not be obligated to pay royalties.




Further,
we provided a performance guarantee in favor of a customer from Bank Hapoalim in
Israel amounting to $335,000 as of December 31, 2008.




ITEM
      6.
            DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES




A.
            DIRECTORS
      AND SENIOR MANAGEMENT




The
following table lists our current directors and executive officers:




Name
                  
                  Age
                  
                  PositionZohar
      Zisapel(5)(6)
                  
                  60
                  
                  Chairman
      of the Board of DirectorsDavid
      Ripstein
                  
                  42
                  
                  President,
      Chief Executive OfficerJonathan
      Burgin
                  
                  48
                  
                  Chief
      Financial OfficerEyal
      Harari
                  
                  33
                  
                  Vice
      President, Products and MarketingYuval
      Porat
                  
                  50
                  
                  Vice
      President, Research and DevelopmentMiki
      Shilinger
                  
                  54
                  
                  Vice
      President, OperationsAvi
      Zamir
                  
                  52
                  
                  President,
      RADCOM EquipmentUri
      Har (1)(2)(3)(4)(5)
                  
                  72
                  
                  DirectorZohar
      Gilon (2)(4)(6)
                  
                  62
                  
                  DirectorIrit
      Hillel (1)(2)(4)(5)(6)
                  
                  45
                  
                  Director


(1)
External Director


(2)
Independent Director


(3)
Chairman of Audit Committee


(4) Audit
Committee Member


(5)
Nominating Committee


(6)
Compensation Committee





Mr. Zohar Zisapel, a
co-founder of our Company, has served as our Chairman of the Board since our
inception.  Mr. Zisapel is also a founder and a director of RAD
Data Communications Ltd., a worldwide data communications company headquartered
in Israel, for which he currently serves as Chairman of the Board and served as
President from 1982 to 1997.  Mr. Zisapel is also the
Chairman of two other public companies, Radvision Ltd. and Ceragon
Ltd., and a director in another public company, Amdocs Ltd., as well as a
director or Chairman of several private companies. Mr. Zisapel has a B.Sc.
and a M.Sc. degree in Electrical Engineering from the Technion and an M.B.A.
degree from Tel-Aviv University.




Mr. David Ripstein, our
President and Chief Executive Officer since April 1, 2007, joined RADCOM in 2000
as General Manager of the Quality Management Unit, a position under which he
formed and executed RADCOM’s service quality management strategy and spearheaded
the development of its differentiating R70 technology platform. In 2002, Mr.
Ripstein was nominated to head the Company’s R&D and marketing activities.
In May 2006, Mr. Ripstein was appointed as RADCOM’s Chief Operating Officer.
Prior to joining RADCOM, Mr. Ripstein served for 11 years as an officer of an
elite R&D unit within the Israel Defense Forces (IDF) Intelligence Division,
and then co-founded two startups: Firebit, a provider of ISP security service
solutions, and Speedbit, a developer of Internet download acceleration tools.
Mr. Ripstein earned B.Sc. and M.Sc. degrees in Electronic Engineering from
the Technion.


Pg
54


Mr. Jonathan Burgin, our
Chief Financial Officer, joined us in July 2006. Prior to joining us,
Mr. Burgin was Chief Financial Officer of XTL Biopharmaceuticals (NASDAQ:
XTLB; LSE: XTL; TASE:XTL) beginning in 1999, where he took an active part in the
process of listing its shares on the NASDAQ, London, and TASE and raising $110
million in four financing rounds. Previously, Mr. Burgin served as Chief
Financial Officer of YLR Capital Markets, a publicly-traded Israeli investment
bank, and as Senior Manager at Kesselman & Kesselman, the Israeli member of
PricewaterhouseCoopers International Ltd. Mr. Burgin earned an M.B.A. and a B.A.
in Accounting and Economics from Tel-Aviv University and is certified in Israel
as a CPA.




Mr. Eyal Harari, our Vice
President of Products and Marketing, has been with us since 2000. Mr.
Harari began in the Development side of RADCOM in 2000 as a software R&D
group manager, later becoming the Director of Product Management for VoIP
Monitoring Solutions, and finally the Senior Director of RADCOM’s Product
Management department. Before joining us, Mr. Harari served from 1995 in the
Communication, Computers & Electronics Corps of the Israel Defense Forces,
managing large-scale software projects. Mr. Harari received a B.A. in
Computer Science from the Open University of Tel Aviv, and also holds
an M.B.A. from Tel-Aviv University and an LL.M in Business Law from
Bar Ilan University.





Mr. Yuval Porat, our Vice
President of Research and Development, joined us in July 2008. Prior to joining
RADCOM, he was the founder, board member and Vice President of Research and
Development of PacketLight Networks for 10 years. Prior to his tenure at
PacketLight, Mr. Porat led the  Research and Development at HyNEX
that was acquired by Cisco. Mr. Porat holds both a B.Sc. and an M.Sc. in
Electrical Engineering from Tel Aviv University.





Mr. Miki Shilinger, our
Vice President of Operations, joined us in June 1999.  From
May 1997 to May 1999 he was Director of Purchasing and Logistics for
Tadiran – Telematics Ltd., an Israeli company involved in the marketing,
development and production of systems for the location of vehicles, cargo and
people.  Prior to that Mr. Shilinger was a Director of Logistics
at Galtronics Ltd., one of the leading companies in the manufacture of portable
antennas for cellular systems.  Prior to that Mr. Shilinger was
the owner of a Management Information Systems Consulting firm implementing ERP
Systems.  Mr. Shilinger has a B.Sc. degree in Industry and
Management from Ben-Gurion University.




Mr. Avi Zamir, President of
our wholly-owned U.S. subsidiary, RADCOMEquipment, rejoined us in May 2004.  Mr. Zamir also serves
as a director of RADCOM Equipment.  From 1999 to 2004, Mr. Zamir was
co-founder of Business Layers Inc., a company that focuses on eProvisioning
solutions, which allow organizations to transform business rules and changes
into a set of corresponding IT activities.  Prior to that, from 1993
to 1999 Mr. Zamir was the President ofRADCOMEquipment. Mr. Zamir has a Practical
Engineering qualification from Ort Yad-Singalovski, Tel-Aviv.




Mr. Uri Har has served as a
director since October 2007. He was the Director General of the Electronics and
Software Industries Association of Israel from 1984 until 2006. Prior to
that, Mr. Har served for 26 years in engineering and managerial positions in the
Israeli Navy where his last assignment was the Israeli Naval Attache in the
United States and Canada. Among his various positions in the Israeli Navy, he
served for three years (1977 - 1980) as Head of the Budget and Comptroller
Department. Mr. Har serves as a director of another public company, Formula
Vision Ltd. He holds a B.Sc. degree and a M.Sc. degree in Mechanical Engineering
from the Technion.


Pg
55




Mr. Zohar Gilon has
served as a director since June 1995.  He serves as a General
Partner and Managing Director of Tamar Technologies Ventures, a venture capital
fund investing in Israel and the United States.  From 1993 until
1995, he served as President of W.S.P. Capital Holdings Ltd., which provides
investment banking and underwriting services in Israel and invests in real
estate and high-technology investments in Israel and abroad.  Mr.
Gilon serves as a director of another public company, Radware Ltd., and of
several private companies.  Mr. Gilon is also a private investor
in numerous high-technology companies, including affiliates of ours in Israel.
He holds a B.Sc. degree in Electrical Engineering from the Technion and an
M.B.A. degree from Tel-Aviv University.




Ms. Irit Hillelhas served as
a director since October 2007. She has spent the last 15 years as an
entrepreneur and senior executive in a number of high tech and financial
services firms. She founded and served as the executive vice president for
business development and as a board member for PrintPaks, which was acquired by
Mattel Inc. (NYSE: MAT) in 1997. After leading the PrintPaks disposition effort,
Ms. Hillel became the Managing Director of Mattel Interactive Europe. At Mattel,
she led a multi-functional team located in six countries, bringing to market
some of Europe’s best-selling computer game titles. She has also served as a
vice president at Power Paper Ltd. and worked with Hewlett Packard Co. (NYSE:
HPQ) and Mirage Innovations Ltd. in strategy, capital raising and business
development roles. Earlier in her career, Ms. Hillel was an investment manager
in the high yield bonds and equities investment department at Columbia Savings
in Beverly Hills, California. Ms. Hillel has an M.B.A. degree from the Anderson
Graduate School of Business at University of California-Los Angeles, and a B.Sc.
in Mathematics and Computer Science from Tel Aviv University.




There are
no family relationships between any of the directors or executive officers named
above.




B.
            COMPENSATION




The
aggregate direct remuneration paid to all of our directors and officers as a
group (15 persons) for the year ended December 31, 2008 was approximately
$1.98 million in salaries, bonus, commissions and directors’ fees. This amount
includes approximately $273,000 that was set aside or accrued to provide
pension, retirement or similar benefits, but does not include any amounts we
paid to reimburse our affiliates for costs incurred in providing services to us
during such period. These amounts include payments to four persons who are no
longer officers of the Company - $0.5 million in salaries, bonus, commissions
and directors’ fees and $72,000 which was set aside or accrued to provide
pension, retirement or similar benefits. These amounts do not include the
expense of share-based compensation as per SFAS 123(R). During 2008, our
directors and officers received, in the aggregate, options to purchase 57,000
ordinary shares under our equity based compensation plans. These options have an
average exercise price of $0.90 per share and expire after seven years from the
grant date.




As of
December 31, 2008, our directors and officers as a group held options to
purchase an aggregate of 379,626 ordinary shares.  The directors were
granted options under the 2003 Share Option Plan and are entitled to
reimbursement for expenses. In addition, since May 2008, our external directors
receive NIS 1,060 per meeting as a monetary compensation for each meeting and an
annual fee of NIS 18,300 per year as per an amendment in 2008 to the regulations
promulgated pursuant to the Israeli Companies Law. Such amounts are subject to
adjustment for changes in the Israeli consumer price index after December 2007
and changes in the amounts payable pursuant to Israeli law from time to
time


Pg
56


Share
Option Plans




We have
the following six share option plans for the granting of options to our
employees, officers, directors and consultants:  (i) the 1998
Employee Bonus Plan; (ii) the 1998 Share Option Plan; (iii) the
International Employee Stock Option Plan; (iv) the 2000 Share Option Plan;
(v) the 2001 Share Option Plan; and (vi) the 2003 Share Option
Plan.  Options granted under our option plans generally vest over a
period of between two and six years, and generally expire seven to ten years
from the date of grant.  The stock options plans are administered
either by the Board of Directors or, subject to applicable law, by the Share
Incentive Committee, which has the discretion to make all decisions relating to
the interpretation and operation of the options plans, including determining who
will receive an option award and the terms and conditions of the option
awards.




In December 2004, the FASB issued SFAS 123(R), which
requires all companies to measure compensation expense for all share-based
payments (including employee stock options) at fair value, and became effective
for public companies for annual reporting periods of fiscal years beginning
after June 15, 2005. Our adoption of SFAS 123(R) required us to record an
expense of $530,000 for share-based compensation plans during 2008 and will
result in ongoing accounting charges that will significantly reduce our net
income. See Notes 2O and 7C of the Notes to the Consolidated Financial
Statements for further information.




As of
December 31, 2008, we have granted options to purchase 1,543,732 ordinary
shares, of which options to purchase 376,356 ordinary shares have been exercised
and options to purchase 742,038 ordinary shares remain outstanding.




In August
2006, we elected, pursuant to Rule 4350(a) of the NASDAQ Marketplace Rules, to
follow our home country practice in lieu of the NASDAQ Marketplace Rules with
respect to the approvals required for the establishment and for material
amendments to our share option plans. Consequently, the establishment of share
option plans and material amendments thereto is now subject to the approval of
our Board of Directors and is no longer subject to our shareholders’ approval.
See also Item 16G - Corporate Governance.




C.
            BOARD
      PRACTICES




Terms
of Office




The
current Board of Directors is comprised of Zohar Zisapel, Zohar Gilon, Uri Har
and Irit Hillel.  Our directors are elected by the shareholders at the
annual general meeting of the shareholders, except in certain cases where
directors are appointed by the Board of Directors and their appointment is later
ratified at the first meeting of the shareholders thereafter.  With
the exception of our external directors, Mr. Har and Ms. Hillel, whose terms
expire in 2010, our directors serve until the next annual general meeting (in
2009).  None of our directors have service contracts with the Company
relating to their serving as a director, and none of the directors will receive
benefits upon termination of their position as a director.




External
Directors




We are
subject to the provisions of the new Israeli Companies Law, 5759-1999, which
became effective on February 1, 2000, superseding most of the provisions of
the Israeli Companies Ordinance (New Version), 5743-1983.




Under the
Companies Law, companies incorporated under the laws of Israel whose shares have
been offered to the public in or outside of Israel are required to appoint at
least two external directors.  The Companies Law provides that a
person may not be appointed as an external director if the person or the
person’s spouse, siblings, parents, grandparents, descendants, spouses’
descendants of the spouse of any of the foregoing (collectively, a “relative”),
partner, employer or any entity under the person’s control, has, as of the date
of the person’s appointment to serve as external director, or had during the two
years preceding that date, any affiliation with the company, any entity
controlling the company or any entity controlled by the company or by such
controlling entity.  The term affiliation includes:


Pg
57


an
employment relationship;




a
business or professional relationship maintained on a regular
basis;




control;
and




service
as an office holder (defined in the Israeli Companies Law as a
(i) director, (ii) general manager, (iii) chief business manager, (iv)
deputy general manager, (v) vice general manager, (vi) executive vice president,
(vii) vice president, (viii) another manager directly subordinate to the general
manager and (ix) any other person assuming the responsibilities of any of the
forgoing positions without regard to such person’s title), excluding service as
a director who was appointed to serve as an office holder during the three-month
period in which the company first offers its shares to the public.




No person
may serve as an external director if the person’s position or other business
creates, or may create, a conflict of interest with the person’s
responsibilities as an external director or if his or her position or business
may interfere with his or her ability to serve as a director.  Until
the lapse of two years from termination of service as an external director, a
company may not engage an external director to serve as an office holder and
cannot employ or receive services from that person, either directly or
indirectly, including through a corporation controlled by that
person.




External
directors are to be elected by a majority vote at a shareholders meeting,
provided that either:




a
majority of the shares voted at the meeting, including at least one third of the
shares of non-controlling shareholders, vote in favor of the election;
or




the total
number of shares voted against the election of the external director does not
exceed one percent of the aggregate number of voting shares of the
company.




The initial term of an external
director is three years and may be extended for an additional three years. In
certain special situations, the term may be extended beyond these
periods.  Each committee of a company’s board of directors is required
to include at least one external director.  Both Uri Har and Irit
Hillel qualify as external directors under the Companies Law, and both are
members of the Company’s Audit Committee and Nominating Committee. Irit Hillel
is also a member of the Compensation Committee.




Audit
Committee




NASDAQ
Requirements




Our
ordinary shares are listed for quotation on the NASDAQ Capital Market (to which
we transferred from the NASDAQ Global Market in October 2007), and we are
subject to the NASDAQ Marketplace Rules applicable to listed
companies.  Under the current NASDAQ rules, a listed company is
required to have an audit committee consisting of at least three independent
directors, all of whom are financially literate and one of whom 3has accounting
or related financial management expertise.  Uri Har, Irit Hillel and
Zohar Gilon qualify as independent directors under the current NASDAQ
requirements and each is a member of the Audit Committee. Zohar Gilon is our
“audit committee financial expert.” In addition, we have adopted an Audit
Committee charter, which sets forth the Audit Committee’s
responsibilities.




As stated
in our Audit Committee charter, the Audit Committee assists our board in
fulfilling its responsibility for oversight of the quality and integrity of our
accounting, auditing and financial reporting practices and financial statements
and the independence qualifications and performance of our independent
auditors.  The Audit Committee also has the authority and
responsibility to oversee our independent auditors, to recommend for shareholder
approval the appointment and, where appropriate, replacement of our independent
auditors and to pre-approve audit engagement fees and all permitted non-audit
services and fees.


Pg
58




Companies
Law Requirements




Under the
Companies Law, the board of directors of a public company is required to appoint
an audit committee, which must be comprised of at least three directors and
include all of the external directors, but may not include:




the
chairman of the board of directors;




any
controlling shareholder or any relative of a controlling shareholder;
and




any
director employed by the company or providing services to the company on a
regular basis.




The duty
of the audit committee is to identify irregularities in the management of the
company’s business, including in consultation with the internal auditor and the
company’s independent accountants, and to recommend remedial action relating to
such irregularities.  In addition, the approval of the audit committee
is required under the Companies Law to effect certain related-party
transactions.




An audit
committee of a public company may not approve a related-party transaction under
the Companies Law unless at the time of such approval the external directors are
serving as members of the audit committee and at least one of them is present at
the meeting at which such approval is granted.




Under the
Companies Law, the board of directors of a public company must also appoint an
internal auditor proposed by the audit committee.  The duty of the
internal auditor is to examine, among other things, whether the company’s
conduct complies with applicable law and orderly business
procedure.  Under the Companies Law, the internal auditor may not be
an interested party, an office holder, or an affiliate, or a relative of an
interested party, an office holder or affiliate, nor may the internal auditor be
the company’s independent accountant or its representative.  An
interested party is defined in the Companies Law as a 5% or greater shareholder,
any person or entity who has the right to designate at least one director or the
general manager of the company and any person who serves as a director or as a
general manager.




Mr.
Joseph Ginossar, a partner of Fahn Kanne & Co., a member of Grant Thornton,
serves as our internal auditor.




Exculpation,
Indemnification and Insurance of Directors and Officers




We have
agreed to exculpate and indemnify our office holders to the fullest extent
permitted under the Companies Law.  We have also purchased a directors
and officers liability insurance policy.  For information regarding
exculpation, indemnification and insurance of directors and officers under
applicable law and our articles of association, see “Item 10—Additional
Information—Memorandum and Articles of Association.”




Management
Employment Agreements




We
maintain written employment agreements with substantially all of our key
employees.  These agreements provide, among other matters, for monthly
salaries, our contributions to Managers’ Insurance and an Education Fund and
severance benefits.  Most of our agreements with our key employees are
subject to termination by either party upon the delivery of notice of
termination as provided therein.




Nominating
Committee




The
nominees to our Board are selected or recommended to the Board by our Nominating
Committee.  The written procedures addressing the nominating process
were approved by our Board. Zohar Zisapel, Uri Har and Irit Hillel constitute
our Nominating Committee. The Nominating Committee is responsible is responsible
for, among other things, assisting our Board in identifying prospective director
nominees and recommending nominees for each annual meeting of shareholders to
the Board.


Pg
59




Compensation
Committee




The
compensation payable to executive officers must be approved either by a majority
of the independent directors on our board or by a Compensation
Committee.  Our Compensation Committee is comprised of Zohar Zisapel,
Zohar Gilon and Irit Hillel.




D.
            EMPLOYEES




As of
December 31, 2008, we had 118 permanent and temporary employees worldwide,
of which 48 were employed in research and development, 46 in sales and
marketing, 13 in management and administration and 11 in
operations.  As of December 31, 2008, 102 of our employees were
based in Israel, 7 were based in the United States and 9 were based in Spain,
Singapore, Korea and China.  All of our employees have executed
employment agreements, including confidentiality and non-compete provisions,
with us.  We are subject to labor laws and regulations in Israel
(including applicable extension orders) and the United States.  We and
our Israeli employees are also subject to certain extension orders applicable to
all employers in the Israeli market. In addition, we may be subject to the
provisions of the extension order in the Metal, Electricity, Electronics and
Software Industry. None of our employees are represented by a labor union and we
have not experienced any work stoppages.




E.
            SHARE
      OWNERSHIP




The
following table sets forth certain information regarding the beneficial
ownership of our ordinary shares by our directors and officers as of June 15,
2009. The percentage of outstanding ordinary shares is based on 5,081,426(3)(6)
ordinary shares outstanding as of June 15, 2009.




Name
                
                Number of Ordinary
                    Shares Beneficially
                    Owned(1)
                
                
                Percentage of
                    Outstanding Ordinary
                    Shares Beneficially
                    Owned(2)(3)Zohar
      Zisapel(4)
                
                
                1,838,767
                
                
                
                34.48
                %All
      directors and executive officers as a group, except Zohar Zisapel (11)
      persons)(1) (2)
      (5)
                
                
                219,340
                
                
                
                4.16
                %







(1)
            Pursuant
      to applicable community property laws, each person named in the table has
      sole voting and investment power with respect to all ordinary shares
      listed as owned by such person.  Shares beneficially owned
      include shares that may be acquired pursuant to options to purchase
      ordinary shares that are exercisable within 60 days of June 15,
      2009.




(2)
            For
      determining the percentage owned by each person or group, ordinary shares
      for each person or group include ordinary shares that may be acquired by
      such person or group pursuant to options to purchase ordinary shares that
      are exercisable within 60 days of June 15,
2009.




(3)
            The
      number of outstanding ordinary shares does not include 30,843 shares that
      were repurchased by us.




(4)
            Includes
      beneficial ownership of ordinary shares held by RAD Data Communications
      Ltd., Klil and Michael Ltd. and Lomsha Ltd., all Israeli companies and
      251,511 ordinary shares issuable upon exercise of options and warrants
      exercisable within 60 days of June 15, 2009. This information is based on
      Mr. Zisapel’s Schedule 13D, filed with the SEC on November 11,
      2008.




(5)
            Each
      of the directors and executive officers not separately identified in the
      above table beneficially own less than 1% of our outstanding ordinary
      shares (including options or warrants held by each such party, which are
      vested or shall become vested within 60 days of June 15 2009) and have
      therefore not been separately disclosed. The amount of shares includes
      177,119 ordinary shares issuable upon exercise of options and warrants
      exercisable within 60 days of June 15,
2009.




Pg
60


(6)
            On
      May 6, 2008, our shareholders approved a one-to-four reverse share split,
      which we effected in June 2008.




ITEM
      7.
            MAJOR
      SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS




A.
              MAJOR
      SHAREHOLDERS




The
following table sets forth certain information regarding the beneficial
ownership of our ordinary shares as of June 15, 2009, by each person or entity
known to own beneficially more than 5% of our outstanding ordinary shares based
on information provided to us by the holders or disclosed in public filings with
the SEC.The voting
rights of our major shareholders do not differ from the voting rights of other
holders of our ordinary shares. As of June 6, 2009, our ordinary shares had a
total of 68 holders of record, of which 31 were registered with addresses in the
United States. We believe that the number of beneficial owners of our shares is
substantially greater than the number of record holders, because a large portion
of our ordinary shares is held of record in broker “street name.” As of June 6,
2009, U.S. holders of record held approximately 57 % of our outstanding ordinary
shares.




Name
                
                Number
      of Ordinary
                    Shares(1)
                
                
                Percentage
      of
                    Outstanding
      Ordinary
                    Shares(2)Zohar
      Zisapel(3)
                
                
                1,838,767
                
                
                
                34.48
                %Yehuda
      Zisapel(3)(4)
                
                
                506,790
                
                
                
                10.0
                %





(1)
            Except
      as otherwise noted and pursuant to applicable community property laws,
      each person named in the table has sole voting and investment power with
      respect to all ordinary shares listed as owned by such
      person.  Shares beneficially owned include shares that may be
      acquired pursuant to options that are exercisable within 60 days of June
      15, 2009.




(2)
            The
      percentage of outstanding ordinary shares is based on 5,081,426 ordinary
      shares outstanding as of March 16, 2009.  For determining the
      percentage owned by each person, ordinary shares for each person includes
      ordinary shares that may be acquired by such person pursuant to options to
      purchase ordinary shares that are exercisable within 60 days of June 15,
      2009.  The number of outstanding ordinary shares does not
      include 30,843 shares that were repurchased by
  us.




(3)
            Includes
      44,460 ordinary shares held of record by RAD Data Communications, 13,625
      ordinary shares owned of record by Klil and Michael Ltd., Lomsha Ltd., all
      Israeli companies and 251,511 ordinary shares issuable upon exercise of
      options and warrants exercisable within 60 days of June 15, 2009. Zohar Zisapel is a
      principal shareholder and director of each of RAD Data Communications Ltd.
      and Klil and Michael Ltd. and, as such, Mr. Zisapel may be deemed to
      have voting and dispositive power over the ordinary shares held such
      companies.  Mr. Zisapel disclaims beneficial ownership of
      these ordinary shares except to the extent of his pecuniary interest
      therein. This information is based the Statement on Schedule 13D filed
      with the SEC by Mr. Zisapel on November 20,
  2008.




(4)
            Includes
      44,460 ordinary shares held of record by RAD Data Communications and
      227,590 ordinary shares owned of record by Retem Local Networks Ltd., an
      Israeli company.  Yehuda Zisapel is a principal shareholder and
      director of each of RAD Data Communications and Retem Local Networks and,
      as such, Mr. Zisapel may be deemed to have voting and dispositive
      power over the ordinary shares held by such
      companies.  Mr. Zisapel disclaims beneficial ownership of
      these ordinary shares except to the extent of his pecuniary interest
      therein. This information is based on Mr. Yehuda Zisapel’s Schedule 13G/A,
      filed with the SEC on February 14,
2007.




Pg
61




B.
            RELATED
      PARTY TRANSACTIONS




The
RAD-BYNET Group




Messrs. Yehuda
and Zohar Zisapel are the founders and principal shareholders of our
Company.  Zohar Zisapel is our Chairman of the Board of Directors. One
or both of Messrs. Yehuda Zisapel and Zohar Zisapel are also founders,
directors and principal shareholders of several other companies which, together
with us and their respective subsidiaries and affiliates, are known as the
RAD-BYNET Group.  Such other corporations include, without
limitation:  RAD Data Communications Ltd.; Radvision Ltd.; BYNET Data
Communications Ltd.; BYNET SAMECH LTD.; BYNET SYSTEMS APPLICATIONS LTD.; BYNET
ELECTRONICS LTD. (a non-exclusive distributor in Israel for us); and AB-NET
Communication Ltd.




Members
of the RAD-BYNET Group, each of which is a separate legal entity, are actively
engaged in designing, manufacturing, marketing and supporting data
communications and telecommunications products, none of which is currently the
same as any product of ours.  One or both of Messrs. Yehuda
Zisapel and Zohar Zisapel are also founders, directors and principal
shareholders of several other real estate, services, holdings and pharmaceutical
companies.  The above list does not constitute a complete list of the
investments of Messrs. Yehuda and Zohar Zisapel.




We and
other members of the RAD-BYNET Group also market certain of our products through
the same distribution channels.  Certain products of members of the
RAD-BYNET Group are complementary to, and may be used in connection with,
products of ours, and others of such products may be used in place of (and thus
may be deemed to be competitive with) our products.  We incorporate
into our product line a software package for voice-over-IP simulation
(H.323, SIP), which we purchased from a member of the RAD-BYNET
Group.  The aggregate amounts of such purchases were approximately
$22,000, $2,000 and $4,000 in 2008, 2007 and 2006, respectively.




We
purchase certain products and services from members of the RAD-BYNET group, on
terms that are either beneficial to us or are no less favorable than terms that
might be available to us from unrelated third parties, based on quotes we
received from unrelated third parties.  In some cases, the RAD-BYNET
Group obtains volume discounts for services from unrelated parties, and we pay
our pro rata cost of such services.  Based on our experience, the
volume discounts provide better terms than we would be able to obtain on our
own.  The aggregate amounts of such purchases were
approximately  $240,000, $71,000 and $38,000 in 2008, 2007 and 2006,
respectively.




Each of
RAD and BYNET provides legal, tax, personnel and administrative services to us
and leases space to us, and each is reimbursed by us for its costs in providing
such services.  The aggregate amounts of such reimbursements were
approximately $37,000, $40,000 and $43,000 in 2008, 2007 and 2006,
respectively.




We
currently lease office premises in Tel Aviv and Paramus, New Jersey, from an
affiliate. When these agreements were signed, the lease payments were at fair
market prices based on quotes we received from third parties for similar
space.  Historically, we have had some additional flexibility to
change the leased space, which we might not have had with unrelated third
parties.  The aggregate amount of lease payments was approximately
$522,000, $526,000 and $502,000 in 2008, 2007 and 2006,
respectively.  We also sub-lease 276 square feet of the New Jersey
premises to a related party, and received aggregate rental payments of
approximately $5,000 for 2006, 2007 and 2008.


Pg
62


We are
party to a non-exclusive distribution agreement with BYNET ELECTRONICS LTD., a
related party.  We sell our products and services to BYNET on the same
terms and conditions as it sells to unrelated Israeli distributors with whom it
has distribution agreements.  The aggregate amounts of such sales were
approximately $188,000, $407,000 and $335,000 in 2008, 2007 and 2006,
respectively.




In
February 2008, we completed a PIPE in which we raised $2.5 million from certain
investors, including our Chairman, Mr. Zohar Zisapel ($1.65 million), Zohar
Gilon ($50,000), one of our directors; and his son, Amit Gilon ($50,000). For
more information, see “Item 5—Operating and Financial Review and
Prospects—Liquidity and Capital Resources” above.




We
believe that the terms of the transactions in which we have entered and are
currently engaged with other members of the RAD-BYNET Group and Zohar Gilon and
Amit Gilon are beneficial to us and no less favorable to us than terms that
might be available to us from unaffiliated third parties.  All future
transactions and arrangements (or modifications of existing ones) with members
of the RAD-BYNET Group in which our office holders have a personal interest or
which raise issues of such office holders’ fiduciary duties will require
approval by our Board and, in certain circumstances, approval of our
shareholders under the Companies Law.




Registration
Rights




As part
of the two PIPEs we completed in 2004 and 2008, we have entered into agreements
with certain of our directors and principal shareholders entitling them to
certain registration rights.  Pursuant to such agreements, such
parties have the right to demand registration of their shares purchased in these
PIPEs.    We discharged our registration obligations with
respect to the shares and warrants purchased in the 2004 PIPE transaction. We
filed a registration statement in regards to the shares and warrants of the 2008
PIPE transaction which became effective on August 26, 2008. For more information
on the PIPE transactions, see “Item 5—Operating and Financial Review and
Prospects—Liquidity and Capital Resources—Private Placement – 2004 and
2008.”




C.
            INTERESTS
      OF EXPERTS AND COUNSEL




Not
applicable.




ITEM
      8.
            FINANCIAL
      INFORMATION




A.
            CONSOLIDATED
      STATEMENTS AND OTHER FINANCIAL
INFORMATION




Our
consolidated financial statements and other financial information, which can be
found at the end of this annual report beginning on page F-1,  are
incorporated herein by reference to “Item 18—Financial Statements”
below.




Export
Sales




In 2008,
the amount of our export sales was approximately $15.0 million, which
represented 98.1% of our total sales.




Legal
Proceedings




In
November 2005, we were served with a claim in the amount of approximately
$623,000 by Qualitest Ltd. (“Qualitest”), an Israeli company which used to be a
nonexclusive distributor of our products in Israel.  Qualitest claims
that we breached an exclusive distribution agreement.  In December
2005, we filed a statement of defense against the claim asserting that an
exclusive distribution agreement was never signed between the parties, and
included a counterclaim in the amount of approximately $131,000 for unpaid
invoices.  The case has been brought before an arbitrator, the
Honorable Judge (Retired) Amnon Strashnov.  In June 2006, Qualitest
paid us $69,000 in accordance with a partial verdict of the
arbitrator.  In June 2007, Qualitest paid the Company $18,000 and by
that and the partial verdict, settled the Company’s counterclaim. In July 2007
the arbitrator accepted Qualitest's claim against us and instructed us to pay
$310,000 to Qualitest, in addition to $31,000 as expenses to Qualitest. We
included an expense for the full amount in our statement of operations "Sales
and marketing expenses". In August 2007, we filed a request with the District
Court in Tel Aviv to annul the arbitration award. In June 2008, the District
Court denied our request and we paid to Qualitest the required
amounts.


Pg
63


Dividend
Policy




We have
never declared or paid any cash dividends on our ordinary shares.  We
currently intend to retain any future earnings to finance operations and to
expand our business and, therefore, do not expect to pay any cash dividends in
the foreseeable future.




B.
            SIGNIFICANT
      CHANGES




Except as
otherwise disclosed in this annual report, there has been no material change in
our financial position since December 31, 2008.




ITEM
      9.
              THE
      OFFER AND LISTING




A.
            OFFER
      AND LISTING DETAILS




NASDAQ
Capital Market




The
following table sets forth the high and low bid prices of our ordinary shares as
reported by the NASDAQ Global Market and the NASDAQ Capital Market, as
applicable, for the calendar periods indicated:




High
                                    
                                    
                                    Low2008
                                    
                                    $
                                    3.72
                                    
                                    
                                    $
                                    0.242007
                                    
                                    $
                                    12.72
                                    
                                    
                                    $
                                    2.802006
                                    
                                    $
                                    20.20
                                    
                                    
                                    $
                                    6.962005
                                    
                                    $
                                    14.36
                                    
                                    
                                    $
                                    5.402004
                                    
                                    $
                                    11.12
                                    
                                    
                                    $
                                    4.002009Second
      Quarter (through June 16)
                                    
                                    $
                                    0.60
                                    
                                    
                                    $
                                    0.40First
      Quarter
                                    
                                    $
                                    0.75
                                    
                                    
                                    $
                                    0.412008Fourth
      Quarter
                                    
                                    $
                                    1.60
                                    
                                    
                                    $
                                    0.30Third
      Quarter
                                    
                                    $
                                    2.38
                                    
                                    
                                    $
                                    0.24Second
      Quarter
                                    
                                    $
                                    2.96
                                    
                                    
                                    $
                                    1.94First
      Quarter
                                    
                                    $
                                    3.72
                                    
                                    
                                    $
                                    1.682007Fourth
      Quarter
                                    
                                    $
                                    4.20
                                    
                                    
                                    $
                                    2.88Third
      Quarter
                                    
                                    $
                                    5.60
                                    
                                    
                                    $
                                    2.80Second
      Quarter
                                    
                                    $
                                    11.28
                                    
                                    
                                    $
                                    5.32First
      Quarter
                                    
                                    $
                                    12.72
                                    
                                    
                                    $
                                    10.40




Pg
64





Most
      recent six monthsJune
      2009 (through June 16)
                      
                      $
                      0.55
                      
                      
                      $
                      0.40May
      2009
                      
                      $
                      0.60
                      
                      
                      $
                      0.52April
      2009
                      
                      $
                      0.60
                      
                      
                      $
                      0.42March
      2009
                      
                      $
                      0.69
                      
                      
                      $
                      0.50February
      2009
                      
                      $
                      0.75
                      
                      
                      $
                      0.55January
      2009
                      
                      $
                      0.41
                      
                      
                      $
                      0.70December
      2008
                      
                      $
                      0.79
                      
                      
                      $
                      0.30





Dual
Listing




In
addition to trading on the NASDAQ Capital Market, on February 20, 2006, our
ordinary shares began trading on the TASE. In March 2009 we notified the TASE
that we do not wish to continue our listing on the TASE. As per the TASE
regulations, the de-listing will become effective on July 1, 2009.




Tel-Aviv
Stock Exchange




The
following table sets forth the high and low bid prices of our ordinary shares as
reported by the TASE for the calendar periods indicated:


2009High
                                                      
                                                      LowSecond
      Quarter  (through June 16)
                                                      
                                                      NIS
      2.64
                                                      
                                                      NIS
      2.02First
      Quarter
                                                      
                                                      NIS
      2.801
                                                      
                                                      NIS
      1.5012008High
                                                      
                                                      LowFourth
      Quarter
                                                      
                                                      NIS  4.56
                                                      
                                                      NIS
      2.34Third
      Quarter
                                                      
                                                      NIS  8.10
                                                      
                                                      NIS
      3.55Second
      Quarter
                                                      
                                                      NIS  9.98
                                                      
                                                      NIS
      7.73First
      Quarter
                                                      
                                                      NIS
      12.24
                                                      
                                                      NIS
      6.762007Fourth
      Quarter
                                                      
                                                      NIS  16.36
                                                      
                                                      NIS
      11.12Third
      Quarter
                                                      
                                                      NIS  23.80
                                                      
                                                      NIS
      12.08Second
      Quarter
                                                      
                                                      NIS  47.80
                                                      
                                                      NIS
      21.70First
      Quarter
                                                      
                                                      NIS  53.44
                                                      
                                                      NIS
      42.482006Fourth
      Quarter
                                                      
                                                      NIS  55.00
                                                      
                                                      NIS
      42.00Third
      Quarter
                                                      
                                                      NIS  52.04
                                                      
                                                      NIS
      31.48Second
      Quarter
                                                      
                                                      NIS  81.32
                                                      
                                                      NIS
      37.92First
      Quarter (February 20, 2006 through March 31, 2006)
                                                      
                                                      NIS  96.16
                                                      
                                                      NIS
      76.32




Pg
65




Most recent six monthsJune
      2009 (through June 16)
                            
                            NIS  2.32
                            
                            NIS
      2.12May
      2009
                            
                            NIS  2.64
                            
                            NIS
      2.16April
      2009
                            
                            NIS  2.63
                            
                            NIS
      2.02March
      2009
                            
                            NIS  2.63
                            
                            NIS
      2.35February
      2009
                            
                            NIS  2.73
                            
                            NIS
      1.51January
      2009
                            
                            NIS  2.65
                            
                            NIS
      1.50December
      2008
                            
                            NIS  3.69
                            
                            NIS
      2.34




B.
            PLAN
      OF DISTRIBUTION




Not
applicable.




C.
            MARKETS




Since our
initial public offering on September 24, 1997 and until September 30, 2007
our ordinary shares have been traded on the NASDAQ Global Market under the
symbol RDCM, and since October 1, 2007 our shares have been traded on the NASDAQ
Capital Market. In addition, since February 20, 2006, our ordinary shares have
been traded also on the TASE under the symbol "רדקם"
.. In March 2009 we notified the TASE that we do not wish to continue our listing
on the TASE. As per the TASE regulations, the de-listing will become effective
on July 1, 2009. Prior to September 24, 1997, there was no market for our
ordinary shares.




Our
ordinary shares are currently listed on the NASDAQ Capital Market and are
thereby subject to the rules and regulations established by NASDAQ and
applicable to listed companies. Rule 4350 of the NASDAQ Marketplace Rules
imposes various corporate governance requirements on listed securities. Section
(a)(1) of Rule 4350 provides that foreign private issuers are required to comply
with certain specific requirements of Rule 4350, but, as to the balance of Rule
4350, foreign private issuers may comply with the laws of their home
jurisdiction in lieu of the requirements of such sections of Rule
4350.




We have
chosen to follow the rules of our home jurisdiction, the Israeli Companies Law,
in lieu of the requirements of (i) Rule 4350(b) regarding the requirement
to distribute an annual report to our shareholders prior to our annual meeting
of shareholders; (ii) Rule 4350(i)(1)(A) relating to the solicitation of
shareholder approval prior to the issuance of designated securities when a stock
option or purchase plan is to be established or materially amended; and
(iii) Rule 4350(l) relating to the direct registration
program.  These requirements of Rule 4350 are not required under the
Israeli Companies Law. See also Item 16G - Corporate Governance.




D.
            SELLING
      SHAREHOLDERS




Not
applicable.




E.
            DILUTION




Not
applicable.




F.
            EXPENSES
      OF THE ISSUE




Not
applicable.




ITEM10.
            ADDITIONAL
      INFORMATION




A.
            SHARE
      CAPITAL




Not
applicable.




Pg
66




B.
            MEMORANDUM
      AND ARTICLES OF ASSOCIATION




The
following is a summary description of certain provisions of our memorandum of
association and articles of association.




Objects
and Purposes




We were
first registered by the Israeli Registrar of Companies on July 5, 1985, as
a private company.  We later became a public company, registered by
the Israeli Registrar of Companies on October 1, 1997 with the company
number 52-004345-6.




The full
details of all our objects and purposes can be found in Section 2 of our
memorandum of association, as filed with the Israeli Registrar of Companies and
amended from time to time by resolution of our shareholders.  One of
our objectives listed is to manufacture, market and deal – in all ways – with
computer equipment, including communications equipment and all other equipment
related in any way to such equipment.  Some additional objects of our
listing include:  having business relationships with representatives
and agents; engaging in research and development; acquiring intellectual
property; engaging in business actions with other business owners; lending money
when we deem it proper; dealing in any form of business (e.g., import, export,
marketing, etc.); and many other general business activities, whether in Israel
or in any other country.




Directors




According
to our articles of association, our Board of Directors is to consist of not less
than three and not more than nine directors (which may be changed by resolution
of our shareholders).




Election
of Directors




Directors,
other than external directors, are elected by the shareholders at the annual
general meeting of the shareholders or appointed by the board of
directors.  In the event that any directors are appointed by the board
of directors, their appointment is required to be ratified by the shareholders
at the next shareholders’ meeting following such appointment.  Our
shareholders may remove a director from office in certain
circumstances.  There is no requirement that a director own any of our
capital shares.  Directors may appoint alternative directors in their
place, with the exception of external directors, who may appoint an alternate
director only in very limited circumstances.




Remuneration
of Directors




Directors’
remuneration is subject to shareholder approval, except for reimbursement of
reasonable expenses incurred in connection with carrying out directors’ duties,
and except for the monetary compensation to external directors mandated by
recent Israeli regulations, which is subject to approval by the board of
directors only.




Powers
of the Board




The board
of directors may resolve to take action at a meeting when a quorum is present,
and each resolution must be passed by a vote of at least a majority of the
directors present at the meeting who are entitled to participate in the
meeting.  A quorum of directors requires at least a majority of the
directors then in office.  The board of directors may elect one
director to serve as the chairman of the board of directors to preside at the
meetings of the board of directors, and may also remove such
director.




The board
of directors retains all power in running the Company that is not specifically
granted to the shareholders.  The board of directors may, at its
discretion, cause us to borrow or secure the payment of any sum or sums of money
for our purposes at such times and upon such terms and conditions in all
respects as it deems fit, and, in particular, through the issuance of bonds,
perpetual or redeemable debentures, debenture stock, or any mortgages, charges,
or other securities on the undertaking or the whole or any part of our property,
both present and future, including our uncalled or called but unpaid capital for
the time being.


Pg
67


Dividends




The board
of directors may declare dividends as it deems justified, but the final dividend
for any fiscal quarter must be proposed by the board of directors and approved
by the shareholders.  Dividends may be paid in assets or shares of
capital stock, debentures or debenture stock of us or of other
companies.  The board of directors may decide to distribute our
profits among the shareholders.  Dividends that remain unclaimed after
seven years will be forfeited and returned to us.  Unless there are
shareholders with special dividend rights, any dividend declared will be
distributed among the shareholders in proportion to their respective holdings of
our shares for which the dividend is being declared.




Neither
our memorandum of association or our articles of association nor the laws of the
State of Israel restrict in any way the ownership or voting of ordinary shares
by non-residents of Israel, except with regard to subjects of countries which
are in a state of war with Israel who may not be recognized as owners of
ordinary shares.  If we are wound up, then aside from any special
rights of shareholders, our remaining assets will be distributed among the
shareholders in proportion to their respective holdings.




Our
articles of association allow us to create redeemable shares, although at the
present time we do not have any such redeemable shares.




External
Directors




See “Item
6—Directors, Senior Management and Employees—Board Practices—External
Directors.”




Fiduciary
Duties of Office Holders




The
Companies Law imposes a duty of care and a duty of loyalty on all office holders
of a company.




The duty
of care requires an office holder to act with the level of care with which a
reasonable office holder in the same position would have acted under the same
circumstances.  The duty of care of an office holder includes a duty
to utilize reasonable means to obtain:




information
regarding the advisability of a given action submitted for his or her approval
or performed by him or her by virtue of his position; and




all other
important information pertaining to such actions.




The duty
of loyalty of an office holder includes a duty to:




refrain
from any conflict of interest between the performance of his or her duties for
the company and the performance of his or her other duties or personal
affairs;




refrain
from any activity that is competitive with the company;




refrain
from exploiting any business opportunity of the company to receive a personal
gain for himself or herself, or for others; and




disclose
to the company any information or documents relating to the company’s affairs
which the office holder has received due to his or her position as an office
holder.




Each
person listed in the table above under “Item 6—Directors, Senior Management and
Employees—Directors and Senior Management” above is an office
holder.  Under the Companies Law, the approval of the board of
directors is required for all compensation arrangements of office holders who
are not directors.  Under the Companies Law, directors’ compensation
arrangements require the approval of the audit committee and the board of
directors, in such order, and in a public company, require the approval of the
audit committee, the board of directors and the shareholders, in that
order.


Pg
68


Conflict
of Interest




The
Companies Law requires that an office holder of a company disclose to the
company, promptly and in any event no later than the board of directors meeting
in which the transaction is first discussed, any personal interest that he or
she may have and all related material information known to him or her in
connection with any existing or proposed transaction by the
company.  A personal interest of an office holder includes an interest
of a company in which the office holder is a 5% or greater shareholder, director
or general manager or in which the office holder has the right to appoint at
least one director or the general manager.  In the case of an
extraordinary transaction, the office holder’s duty to disclose applies also to
the personal interest of the office holder’s relative, which term is defined in
the Companies Law. See “Item 6—Directors, Senior Management and Employees—Board
Practices” for the complete definition. Under Israeli law, an extraordinary
transaction is a transaction which is:




not in
the ordinary course of business;




not on
market terms; or




is likely
to have a material impact of the company’s profitability, assets or
liabilities.




Under the
Companies Law, the board of directors may approve a transaction between the
company and an office holder or a third party in which an office holder has a
personal interest.  A transaction that is adverse to the company’s
interest may not be approved.  If the transaction is an extraordinary
transaction, the transaction requires the approval of the audit committee and
the board of directors, in that order.  In certain circumstances,
shareholder approval may also be required.  An office holder who has a
personal interest in a transaction that is considered at a meeting of the board
of directors or the audit committee generally may not be present at such meeting
or vote on such transaction, unless a majority of the members of the board of
directors or the audit committee, as the case may be, also have a personal
interest.  If a majority of the members of the board of directors or
the audit committee, as the case may be, also have a personal interest,
shareholder approval is also required.




Changing
Rights of the Shareholders




The
company may change the rights of owners of shares of capital stock only with the
approval of a majority of the holders of such class of stock present and voting
at a separate general meeting called for such class of stock.  An
enlargement of a class of stock is not considered changing the rights of such
class of stock.




Shareholder
Meetings




The
company has two types of general shareholder meetings:  the annual
general meeting and the extraordinary general meeting.  An annual
general meeting must be held once in every calendar year, but not more than 15
months after the last annual general meeting.  We are required to give
notice of general meetings no less than seven days before the general
meetings.  A quorum in a general meeting consists of two or more
holders of ordinary shares (present in person or by proxy), who together hold at
least one-third (1/3) of the voting power of the company.  If there is
no quorum within an hour of the time set, the meeting is postponed until the
following week (or any other time upon which the chairman of the board and the
majority of the voting power represented at the meeting agree).  Every
ordinary share has one vote.  A shareholder may only vote the shares
for which all calls have been paid, except in separate general meetings of a
particular class.  A shareholder may vote in person or by proxy, or,
if the shareholder is a corporate body, by its representative. We are exempted
by the NASDAQ Marketplace Rules from the requirement to distribute our annual
report to our shareholders, but we have undertaken to post a copy of it on our
website, www.radcom.com, after filing it with the SEC. See also Item 16G –
Corporate Governance.


Pg
69


Duties
of Shareholders




Under the
Companies Law, the disclosure requirements that apply to an office holder also
apply to a controlling shareholder of a public company.  A controlling
shareholder is a shareholder who has the ability to direct the activities of a
company, including a shareholder that holds 25% or more of the voting power of a
company if no other shareholder owns more than 50% of the voting power of the
company, but excluding a shareholder whose power derives solely from his or her
position as a director of the company or any other position with the
company.  Extraordinary transactions of a public company with a
controlling shareholder or with a third party in which a controlling shareholder
has a personal interest, and the terms of engagement of a controlling
shareholder as an office holder or employee, require the approval of the audit
committee, the board of directors and the shareholders of the company, in such
order.  The shareholder approval must be by a majority vote, provided
that either:




at least
one-third of the shares of shareholders who have no personal interest in the
transaction and are present and voting, in person, by proxy or by written
ballot, at the meeting, vote in favor of the transaction; or




the
shareholders who have no personal interest in the transaction who vote against
the transaction do not represent more than one percent of the voting power of
the company.




For
information concerning the direct and indirect personal interests of certain of
our office holders and principal shareholders in certain transactions with us,
see “Item 7—Major Shareholders and Related Party Transactions.”




In
addition, under the Companies Law each shareholder has a duty to act in good
faith in exercising his or her rights and fulfilling his or her obligations
toward the company and other shareholders and to refrain from abusing any power
he or she has in the company, such as in shareholder votes.  In
addition, certain shareholders have a duty of fairness toward the company,
although such duty is not defined in the Companies Law.  These
shareholders include any controlling shareholder, any shareholder who knows that
he or she possesses the power to determine the outcome of a shareholder vote and
any shareholder who, pursuant to the provisions of the articles of association,
has the power to appoint or to prevent the appointment of an office holder or
any other power in regard to the company.




Exculpation
of Office Holders




Under the
Companies Law, an Israeli company may not exempt an office holder from liability
with respect to a breach of his duty of loyalty, but may exempt in advance an
office holder from his liability to the company, in whole or in part, with
respect to a breach of his duty of care (except in connection with
distributions), provided that the articles of association of the company permit
it to do so.  Our articles of association allow us to exempt our
office holders to the fullest extent permitted by law.




Insurance
of Office Holders




Our
articles of association provide that, subject to the provisions of the Companies
Law, we may enter into a contract for the insurance of the liability of any of
our office holders with respect to an act performed by such individual in his or
her capacity as an office holder, for:




a breach
of an office holder’s duty of care to us or to another person;




a breach
of an office holder’s duty of loyalty to us, provided that the office holder
acted in good faith and had reasonable cause to assume that his or her act would
not prejudice our interests; or




a
financial liability imposed upon an office holder in favor of another person
concerning an act performed by an office holder in his or her capacity as an
office holder.




Indemnification
of Office Holders




Our
articles of association provide that we may indemnify an office holder with
respect to an act performed in his capacity as an office holder
against:


Pg
70


a
financial liability imposed on him or her in favor of another person by any
judgment, including a settlement or an arbitration  award approved by
a court; such indemnification may be approved (i) after the liability has been
incurred or (ii) in advance, provided that our undertaking to indemnify is
limited to events that our Board of Directors believes are foreseeable in light
of our actual operations at the time of providing the undertaking and to a sum
or criterion that our Board of Directors determines to be reasonable under the
circumstances ;




reasonable
litigation expenses, including attorney’s fees, expended by the office holder as
a result of an investigation or proceeding instituted against him or her by a
competent authority, provided that such investigation or proceeding concluded
without the filing of an indictment against him or her and either (i) concluded
without the imposition of any financial liability in lieu of criminal
proceedings or (ii) concluded with the imposition of a financial liability in
lieu of criminal proceedings but relates to a criminal offense that does not
require proof of criminal intent; and




reasonable
litigation expenses, including attorney’s fees, expended by the office holder or
charged to him or her by a court, in proceedings we institute against him or her
or instituted on our behalf or by another person, a criminal indictment from
which he was acquitted, or a criminal indictment in which he was convicted for a
criminal offense that does not require proof of criminal intent.




Limitations
on Exculpation, Indemnification and Insurance




The
Companies Law provides that a company may not enter into a contract for the
insurance of its office holders nor indemnify an office holder nor exempt an
officer from responsibility toward the company,  for any of the
following:




a breach
by the office holder of his or her duty of loyalty, unless, with respect to
insurance coverage or indemnification, the office holder acted in good faith and
had a reasonable basis to believe that such act would not prejudice the
company;




a breach
by the office holder of his or her duty of care if the breach was committed
intentionally or recklessly;




any act
or omission committed with the intent to unlawfully yield a personal profit;
or




any fine
imposed on the office holder.




In
addition, under the Companies Law, indemnification of, and procurement of
insurance coverage for, our office holders must be approved by our Audit
Committee and Board of Directors and, if the beneficiary is a director, by our
shareholders.  Our Audit Committee, Board of Directors and
shareholders resolved to indemnify and exculpate our office holders by providing
them with indemnification agreements and approving the purchase of a directors
and officers liability insurance policy.




Anti-Takeover
Provisions; Mergers and Acquisitions




The
Companies Law allows for mergers, provided that each party to the transaction
obtains the approval of its board of directors and shareholders.  For
the purpose of the shareholder vote of each party, unless a court rules
otherwise, a statutory merger will not be deemed approved if shares representing
a majority of the voting power present at the shareholders meeting
and  which are not held by the other party to the potential merger (or
by any person who holds 25% or more of the shares of the other party to the
potential merger, or the right to appoint 25% or more of the directors of the
other party to the potential merger) have voted against the
merger.  Upon the request of a creditor of either party to the
proposed merger, the court may delay or prevent the merger if the court
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 such
party.  Finally, a merger may not be completed unless at least (i) 50
days have passed from the time that the requisite proposals for approval of the
merger were filed with the Israeli Registrar of Companies and (ii) 30 days have
passed since the merger was approved by the shareholders of each merging
company.


Pg
71




In
addition, provisions of the Companies Law that address “arrangements” between a
company and its shareholders allow for “squeeze-out” transactions in which a
target company becomes a wholly-owned subsidiary of an
acquiror.  These provisions generally require that the merger be
approved by a majority of the participating shareholders (excluding those
abstaining) holding at least 75% of the shares voted on the
matter.  In addition to shareholder approval, court approval of the
transaction is required, which entails further delay.  The Companies
Law also provides for a merger between Israeli companies after completion of the
above procedure for an “arrangement” transaction and court approval of the
merger.




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 such acquisition, the
purchaser would become a 25% shareholder of the company.  This rule
does not apply if there is already another 25% shareholder of the
company.  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 45% or greater
shareholder of the company, unless there is already a 45% or greater shareholder
of the company.  These requirements do not apply if, in general, the
acquisition (i) was made in a private placement that received shareholder
approval , including with respect to the fact that as a result of the
transaction a party would become a shareholder of 25% or more, (ii) was from a
25% or greater shareholder of the company which resulted in the acquiror
becoming a 25% or greater shareholder of the company, or (iii) was from a 45% or
greater shareholder of the company which resulted in the acquiror becoming a 45%
or greater shareholder of the company.  The tender offer must be
extended to all shareholders, but the offeror is not required to purchase more
than 5% of the company's outstanding shares, regardless of how many shares are
tendered by shareholders.  The tender offer may be consummated only if
(i) at least 5% of the company’s outstanding shares will be acquired by the
offeror and (ii) the number of shares tendered in the offer exceeds the number
of shares whose holders objected to the offer.




If, as a
result of an acquisition of shares, the acquirer will hold more than 90% of a
company’s outstanding shares, the acquisition must be made by means of a tender
offer for all of the outstanding shares.  If less than 5% of the
outstanding shares are not tendered in the tender offer, all the shares that the
acquirer offered to purchase will be transferred to it. The Companies Law
provides for appraisal rights if any shareholder files a request in court within
three months following the consummation of a full tender offer.  If
more than 5% of the outstanding shares are not tendered in the tender offer,
then the acquiror may not acquire shares in the tender offer that will cause his
shareholding to exceed 90% of the outstanding shares. Israeli tax law treats
stock-for-stock acquisitions between an Israeli company and another company less
favorably than does U.S. tax law.  For example, Israeli tax law may,
under certain circumstances, subject a shareholder who exchanges his or her
ordinary shares for shares of another corporation to taxation prior to the sale
of the shares received in such stock-for-stock swap.




C.
            MATERIAL
      CONTRACTS




For a
summary of our material contracts, see “Item 7—Major Shareholders and Related
Party Transactions” and “Item 4—Information on the Company—Property, Plants and
Equipment,” which is incorporated herein by reference.




D.
            EXCHANGE
      CONTROLS




There are
currently no Israeli currency control restrictions on payments of dividends or
other distributions with respect to our ordinary shares or the proceeds from the
sale of our ordinary shares, except for the obligation of Israeli residents to
file reports with the Bank of Israel regarding certain
transactions.  However, legislation remains in effect pursuant to
which currency controls can be imposed by administrative action at any time and
from time to time.


Pg
72


E.
            TAXATION




Israeli
Tax Considerations




The
following is a summary of the current tax structure applicable to companies
incorporated in Israel, with special reference to its effect on
us.  The following also contains a discussion of the material Israeli
consequences to purchasers of our ordinary shares and Israeli government
programs benefiting us.




This
summary does not discuss all the aspects of Israeli tax law that may be relevant
to a particular investor in light of his or her personal investment
circumstances or to some types of investors subject to special treatment under
Israeli law. To the extent that the discussion is based on new tax legislation
which has not been subject to judicial or administrative interpretation, we
cannot assure you that the views expressed in the discussion will be accepted by
the appropriate tax authorities or the courts.  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.




Holders
of our ordinary shares should consult their own tax advisors as to the United
States, Israeli or other tax consequences of the purchase, ownership and
disposition of ordinary shares, including, in particular, the effect of any
foreign state or local taxes.




General
Corporate Tax Structure




Israeli
companies are generally subject to Corporate Tax on their taxable income at the
rate of 27% for the 2008 tax year. Following an amendment to the Tax Ordinance ,
which became effective on January 1, 2006, the Corporate Tax rate was decreased
to 26% for the 2009 tax year and 25% for the 2010 tax year and thereafter.
Israeli companies are generally 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. However, the effective tax rate payable by a
company that derives income from an approved enterprise (as further discussed
below) may be considerably less.




Following
an additional amendment to the Tax Ordinance, which came into effect on January
1, 2009, an Israeli corporation may elect a 5% rate of corporate tax (instead of
25%) for income from dividend distributions received from a foreign subsidiary
which is used in Israel in 2009, or within one year after actual rec9eipt of the
dividend, whichever is later. The 5% tax rate is subject to various conditions,
which include conditions with regard to the identity of the corporation that
distributes the dividends, the source of the dividend, the nature of the use of
the dividend income, and the period during which the dividend income will be
used in Israel.




Tax
Benefits and Grants for Research and Development




Israeli
tax law allows, under specified conditions, a tax deduction for expenditures,
including capital expenditures, for the year in which they are
incurred.  These expenses must relate to scientific research and
development projects and must be approved by the relevant Israeli government
ministry, determined by the field of research, and the research and development
must be for the promotion of the company and carried out by or on behalf of the
company seeking such deduction.  However, the amount of such
deductible expenses shall be reduced by the sum of any funds received through
government grants for the finance of such scientific research and development
projects.  Expenditures not so approved are deductible over a
three-year period.




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




Under the
Law for the Encouragement of Industry (Taxes), 1969 (the “Industry Encouragement
Law”), Industrial Companies (as defined below) are entitled to the following tax
benefits, among others:




deductions
over an eight-year period for purchases of know-how and patents;




deductions
over a three-year period of expenses involved with the issuance and listing of
shares on a stock exchange;


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73




the right
to elect, under specified conditions, to file a consolidated tax return with
other related Israeli Industrial Companies; and




accelerated
depreciation rates on equipment and buildings.




Eligibility
for benefits under the Industry Encouragement Law is not subject to receipt of
prior approval from any governmental authority.  Under the Industry
Encouragement Law, an “Industrial Company” is defined as a company resident in
Israel, at least 90% of the income of which, in any tax year, 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.




We
believe that we currently qualify as an Industrial Company within the definition
of the Industry Encouragement Law.  No assurance can be given that we
will continue to qualify as an Industrial Company or that the benefits described
above will be available in the future.




Capital Gains Tax
on Sales of Our Ordinary 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
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 real gain and inflationary
surplus.  The inflationary surplus is equal to the increase in the
purchase price of the relevant asset attributable to the increase in the Israeli
consumer price index or, in certain circumstances, a foreign currency exchange
rate, between the date of purchase and the date of sale.  The real
gain is the excess of the total capital gain over the inflationary
surplus.




Generally,
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 with others, at least 10% of any means
of control in the company, the tax rate shall be 25%. Israeli Companies are
subject to the Corporate Tax rate on capital gains derived from the sale of
listed shares, unless such companies were not subject to the Income Tax Law
(Inflationary Adjustments), 1985 (or certain regulations) in which case the
applicable tax rate is 25%. However, the foregoing tax rates will not apply to:
(i) dealers in securities; and (ii) shareholders who acquired their shares prior
to an initial public offering (that may be subject to a different tax
arrangement).




The
tax basis of our shares acquired prior to January 1, 2003 will generally be
determined in accordance with the average closing share price in the three
trading days preceding January 1, 2003.  However, a request may be
made to the tax authorities to consider the actual adjusted cost of the shares
as the tax basis if it is higher than such average price.




Non-Israeli
residents are exempt from Israeli capital gains tax on any gains derived from
the sale of shares on the TASE, under certain conditions, or from the sale of
shares of Israeli companies publicly traded on a recognized stock exchange or
regulated market outside of Israel (such as RADCOM ), provided such shareholders
did not acquire their shares prior to the issuer’s initial public offering (in
which case a partial exemption may be available),  that the gains did
not derive from a permanent establishment of such shareholders in Israel and
that such shareholders are not subject to the Income Tax Law (Inflationary
Adjustments), 1985.  However, non-Israeli corporations will not be
entitled to such exemption if Israeli residents (i) have a controlling interest
of 25% or more in such non-Israeli corporation, or (ii) are the beneficiaries of
or are entitled to 25% or more of the revenues or profits of such non-Israeli
corporation, whether directly or indirectly.


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74




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




U.S.-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 “the U.S.-
Israel Tax Treaty”), the sale, exchange or disposition of ordinary shares by a
person who (i) holds the ordinary shares as a capital asset,
(ii) qualifies as a resident of the United States within the meaning of the
U.S.-Israel Tax Treaty and (iii) is entitled to claim the benefits afforded
to such resident by the U.S.-Israel Tax Treaty generally will not be subject to
Israeli capital gains tax unless either such resident holds, directly or
indirectly, shares representing 10% or more of the voting power of a company
during any part of the 12-month period preceding such sale, exchange or
disposition, subject to certain conditions, or the capital gains from such sale,
exchange or disposition can be allocated to a permanent establishment in
Israel.  In the event that the exemption shall not be available, the
sale, exchange or disposition of ordinary shares would be subject to such
Israeli capital gains tax to the extent applicable; however, under the
U.S.-Israel Tax Treaty, such residents may be permitted to claim a credit for
such taxes against U.S. federal income tax imposed with respect to such sale,
exchange or disposition, subject to the limitations in U.S. laws applicable to
foreign tax credits.  The U.S.-Israel Tax Treaty does not relate to
state or local taxes.




Taxation
of Non-Residents on Dividends




Non-residents
of Israel are subject to income tax on income accrued or derived from sources in
Israel.  Such sources of income include passive income such as
dividends. On distributions of dividends by an Israeli company to non-residents
of Israel, income tax is applicable at the source at the rate of 20%, or 25% for
a shareholder that is considered a Significant Shareholder at any time during
the 12-month period preceding such distribution, or 15% for dividends deriving
from income generated by an Approved Enterprise; 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 ordinary shares who is a U.S. resident will be
25%; provided, however, that under the Investments Law, dividends deriving from
income generated by an Approved Enterprise (or Benefited Enterprise) are taxed
at the rate of 15%.  Furthermore, dividends not generated by an
Approved Enterprise (or Benefited Enterprise) paid to a U.S. company holding at
least 10% 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, are generally taxed at a rate of 12.5%, provided that not more than
25% of our gross income consists of interests or dividends.




For
information with respect to the applicability of Israeli capital gains taxes on
the sale of ordinary shares by United States residents, see “—Capital Gains Tax
on Sales of Our Ordinary Shares” above.




Law
for the Encouragement of Capital Investments, 1959




The Law
for the Encouragement of Capital Investments, 1959, or the “Investments Law,” as
in effect until April 2005, provides that a capital investment in eligible
facilities may, upon application to the Investment Center of the Ministry of
Industry and Commerce of the State of Israel, be designated as an Approved
Enterprise.  See discussion below regarding an amendment to the
Investments Law that came into effect in 2005.


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75


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.  Taxable income of a
company derived from an Approved Enterprise is subject to company tax at the
maximum rate of 25% (rather than the regular Corporate Tax rates) for the
“Benefit Period,” a period of seven years commencing with the year in which the
Approved Enterprise first generated taxable income (limited to 12 years from
commencement of production or 14 years from the year of receipt of approval,
whichever is earlier) and, under certain circumstances (as further detailed
below), extending to a period of ten years from the commencement of the Benefit
Period.  Tax benefits under the Investments Law shall also apply to
income generated by a company from the grant of a usage right with respect to
know-how developed by the Approved Enterprise, income generated from royalties,
and income derived from a service which is auxiliary to such usage right or
royalties, provided that such income is generated within the Approved
Enterprise’s ordinary course of business.




A company
that has an Approved Enterprise program is eligible for further tax benefits if
it qualifies as a “foreign investors’ company.”  A “foreign investors’
company” is a company more than 25% of whose shares of capital stock and
combined share and loan capital is owned by non-Israeli residents.  A
company that qualifies as a foreign investors’ company and has an Approved
Enterprise program is eligible for tax benefits for a ten-year benefit
period.  As specified below, depending on the geographic location of
the Approved Enterprise within Israel, income derived from the Approved
Enterprise program may be exempt from tax on its undistributed income for a
period of between two and ten years and will be subject to a reduced tax rate
for the remainder of the benefits period.  The tax rate for the
remainder of the benefits period is between 10% and 25%, depending on the level
of foreign investment in each year.




A company
with an Approved Enterprise designation may elect (as we have done) to forego
certain Government grants extended to Approved Enterprises in return for an
“alternative package of benefits.”  Under such alternative package of
benefits, a company’s undistributed income derived from an Approved Enterprise
will be exempt from Company Tax for a period of between two and ten years from
the first year of taxable income, depending on the geographic location of the
Approved Enterprise within Israel, and such company will be eligible for the tax
benefits under the Investments Law for the remainder of such Benefits
Period.




A company
that has elected such alternative package of benefits and that subsequently pays
a dividend out of income derived from the Approved Enterprise(s) during the tax
exemption period will be subject to Corporate Tax in respect of the amount
distributed (including the tax thereon) at the rate which would have been
applicable had the company not elected the alternative package of benefits
(10%-25%, depending on the extent of foreign shareholders holding the company’s
ordinary shares).  The dividend recipient is taxed at the reduced rate
applicable to dividends from Approved Enterprises (15%), if the dividend is
distributed out of the income derived in the tax exemption
period.  This tax must be withheld by the company at source,
regardless of whether the dividend is converted into foreign
currency.  See Note 8 to the Consolidated Financial
Statements.




In
distributing dividends (if any), we may decide from which profits to declare
such dividends for tax purposes in any given year.  However, we are
not obliged to distribute exempt retained profits under the alternative package
of benefits, and we may generally decide from which year’s profits to declare
dividends.  We intend to permanently reinvest the amount of our
tax-exempt income and not to distribute such income as a dividend.  In
the event that we pay a dividend from income that is derived from our Approved
Enterprise and, thus, is tax exempt, we would be required to pay tax at the rate
which would have been applicable had we not elected the alternative package of
benefits (generally 10%-25%, as described above), and to withhold 15% at source
for the dividend recipient, on the amount distributed and the corporate tax
thereon.


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In 1994,
our investment program in our Tel Aviv facility was approved as an Approved
Enterprise under the Investments Law.  We elected the alternative
package of benefits in respect thereof.  Our program for expansion of
our Approved Enterprise to Jerusalem was submitted to the Investment Center for
approval in October 1994 and the approval thereof was received in
February 1995.  As we selected the alternative package of
benefits for our program, once we begin generating taxable net income we will be
entitled to a tax exemption with respect to the additional income derived from
that program for six years and will be taxed at a rate of 10%-25%, depending on
the level of foreign investment, for one additional year. The period of benefits
under such approvalsexpired in
2006.   The approval provides that the tax rates on income
allocated to our research and development and marketing and management
activities (which are located in Tel Aviv) are to be determined by the Israeli
tax authorities.  The approval also provides that the six-year period
may be extended to ten years if our application to the Investment Center for
recognition as a “high technology” facility is approved.  In this case
we would not be entitled to an additional year at the 10%- 25% tax
rate.  In letters dated May 30, 1996 and June 16, 1996, the
Israeli tax authorities provided that, for the purpose of determining our tax
liability, our income will be allocated to our manufacturing plant (which is
located in Jerusalem) and to our research and development center (in Tel Aviv),
according to the formula described below.  Income allocated to the
manufacturing plant will benefit from a six-year tax exemption , and for the
year immediately following, will be taxed at a  rate of 10%-25%,
depending on the level of foreign investment, or benefit from a ten year tax
exemption , while income allocated to the research and development center will
benefit from a two-year exemption and for a five-year period immediately
following will be taxed at a 10%-25% rate.  The tax authorities
further provided that the income allocated to our research and development
center will be in an amount equal to the expenses of such center (after
deducting the grants from the Office of the Chief Scientist and adding royalties
paid to the Office of the Chief Scientist as well as a pro rata portion of our
general and administrative expenses) plus a certain portion of our profit
derived from our industrial activities, calculated as follows.  If we
are not profitable, no profits before tax will be allocated to the research and
development center.  If profits do not exceed 35% of sales, the
profits allocated to the research and development center will be at a rate equal
to our rate of profits on our sales, plus 5%, up to a maximum of
35%.  In the event that profits exceed 35% of sales, the research and
development center will be allocated profits at a 35% rate.  The
letter also states that the Israeli tax authorities may reexamine the above
arrangement in 1998 or when we are granted an approval for an additional
expansion, whichever is earlier, based on development in the manufacturing
plant, the number of employees employed therein and its location.  Any
such new arrangement would be applied only with respect to tax years following
the year in which we were notified of an intention to reexamine the
arrangement.




In
December 1996, our request for a second expansion of our Approved
Enterprise in Jerusalem was approved by the Investment Center.  The
investments relating to this expansion were completed as of April 15,
1998.




Each
application to the Investment Center is reviewed separately and a decision as to
whether or not to approve such application is based, among other things, on the
then prevailing criteria set forth in the law, on the specific objectives of the
applicant company set forth in such application and on certain financial
criteria of the applicant company.  Accordingly, there can be no
assurance that any such application will be approved.  In addition,
the benefits available to an Approved Enterprise are conditional upon the
fulfillment of certain conditions stipulated in the law and its regulations and
the criteria set forth in the specific certificate of approval, as described
above.  In the event that these conditions are violated, in whole or
in part, we would be required to refund the amount of tax benefits, with the
addition of the consumer price index linkage adjustment and
interest.




We
believe our Approved Enterprise operates in substantial compliance with all such
conditions and criteria although none of the tax benefits have been utilized by
RADCOM to date.  We cannot assure you that our program will continue
to be approved and/or that we will continue to receive benefits for it at the
current level, if at all.  See “Item 3—Key Information—Risk
Factors—Risks Relating to Our Location in Israel.”


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Amendment
of the Investments Law




On April
1, 2005, an amendment to the Investments Law went into effect. Pursuant to the
amendment, a company’s facility will be granted the status of “Approved
Enterprise” only if it is proven to be an industrial facility (as defined in the
Investments Law) that contributes to the economic independence of the Israeli
economy and is a competitive facility (as defined in the Investments Law) that
contributes to the Israeli gross domestic product. The amendment provides that
the Israeli Tax Authority and not the Investment Center will be responsible for
an Approved Enterprise under the alternative package of benefits, referred to as
a Benefited Enterprise. A company wishing to receive the tax benefits afforded
to a Benefited Enterprise is required to select the tax year from which the
period of benefits under the Investments Law are to commence by simply notifying
the Israeli Tax Authority within 12 months of the end of that year. In order to
be recognized as owning a Benefited Enterprise, a company is required to meet a
number of conditions set forth in the amendment, including making a minimal
investment in manufacturing assets for the Benefited Enterprise.




Pursuant
to the amendment, a company with a Benefited Enterprise is entitled, in each tax
year, to accelerated depreciation for the manufacturing assets used by the
Benefited Enterprise and to certain tax benefits, provided that no more than 12
years have passed since the beginning of the year of election under the
Investments Law. The tax benefits granted to a Benefited Enterprise are
determined, as applicable to RADCOM, according to one of the following new tax
routes:




Similar
to the currently available alternative route, exemption from corporate tax on
undistributed income for a period of two to ten years is available, depending on
the geographic location of the Benefited Enterprise within Israel, and a reduced
corporate tax rate of 10 to 25% for the remainder of the benefits period,
depending on the level of foreign investment in each year.  Benefits
may be granted for a term of from seven to ten years, depending on the level of
foreign investment in the company.  If the company pays a dividend out
of income derived from the Benefited Enterprise during the tax exemption period,
such income will be subject to corporate tax at the applicable rate (10%-25%).
The company is required to withhold tax at the source at a rate of 15% from any
dividends distributed from income derived from the Benefited Enterprise;
and




A special
tax route enabling companies owning facilities in certain geographical locations
(zone A) in Israel to pay corporate tax at the rate of 11.5% on income of the
Benefited Enterprise. The benefits period is ten years. Upon payment of
dividends, the company is required to withhold tax at source at a rate of 15%
for Israeli residents and at a rate of 4% for foreign residents.




Generally,
a company that is Abundant in Foreign Investment (as defined in the Investments
Law) is entitled to an extension of the benefits period by an additional five
years, depending on the rate of its income that is derived in foreign
currency.




The
amendment changes the definition of “foreign investment” in the Investments Law
so that the definition now requires a minimal investment of NIS five million by
foreign investors. Furthermore, such definition now also includes the purchase
of shares of a company from another shareholder, provided that the company’s
outstanding and paid-up share capital exceeds NIS five million. Such changes to
the aforementioned definition are retroactive from 2003.




The
amendment will apply to Benefited Enterprise programs in which the year of
election under the Investments Law is 2004 or later, unless such programs
received “Approved Enterprise” approval from the Investment Center on or prior
to December 31, 2004 in which case the amendment 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.


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In
December 2005, based on this amendment, we notified the Income Tax Authorities
that 2004 fiscal year was chosen as the selected year for additional expansion
of our Approved Enterprise.




Israeli
Transfer Pricing Regulations




In
November 2006, Israeli Income Tax Regulations (Determination of Market Terms),
2006, promulgated under Section 85A of the Israeli Income Tax Ordinance went
into effect. Section 85A of the Israeli Income Tax Ordinance generally requires
that all cross-border transactions carried out between related parties be
conducted on arm’s length terms and be taxed accordingly.




United
States Federal Income Tax Considerations




Subject
to the limitations described herein, the following discussion summarizes certain
U.S. federal income tax consequences to a U.S. Holder of our ordinary
shares.  A “U.S. Holder” means a holder of our ordinary 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 in the United States or under
      the laws of the United States or any political subdivision thereof or the
      District of Columbia;




•
              an
      estate, the income of which is subject to U.S. federal income tax
      regardless of its source; or




•
              a
      trust (i) if, in general, a court within the United States 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.




Unless
otherwise specifically indicated, this discussion does not consider the U.S. tax
consequences to a person that is not a U.S. Holder (a “Non-U.S. Holder”). This
discussion considers only U.S. Holders that will own our ordinary shares as
capital assets (generally, for investment) and does not purport to be a
comprehensive description of all of the tax considerations that may be relevant
to each U.S. Holder’s decision to purchase our ordinary shares.




This
discussion is based on current provisions of the Internal Revenue Code of 1986,
as amended (the “Code”), current and proposed Treasury Regulations promulgated
thereunder, and administrative and judicial decisions as of the date hereof, all
of which are subject to change, possibly on a retroactive basis. This discussion
does not address all aspects of U.S. federal income taxation that may be
relevant to any particular U.S. Holder in light of such holder’s individual
circumstances.  In particular, this discussion does not address the
potential application of the alternative minimum tax or U.S. federal income tax
consequences to U.S. Holders that are subject to special treatment, including
U.S. Holders that:




•
              are
      broker-dealers or insurance
companies;




•
              have
      elected mark-to-market
accounting;




•
              are
      tax-exempt organizations or retirement
plans;




•
              are
      financial institutions or “financial services
  entities;”




•
              hold
      our ordinary shares as part of a straddle, “hedge” or “conversion
      transaction” with other
investments;




•
              acquired
      our ordinary shares upon the exercise of employee stock options or
      otherwise  as
compensation;




•
              own
      directly, indirectly or by attribution at least 10% of our voting
      power;




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•
              have
      a functional currency that is not the U.S.
  dollar;




•
              are
      grantor trusts;




•
              are
      certain former citizens or long-term residents of the United States;
      or




•
              are
      real estate investment trusts or regulated investment
      companies.




If a
partnership (or any other entity treated as a partnership for U.S. federal
income tax purposes) holds our ordinary 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 own tax advisor as to its tax
consequences.




In
addition, this discussion does not address any aspect of state, local or
non-United States laws or the possible application of United States federal gift
or estate tax.




Each
holder of our ordinary shares is advised to consult such person’s own tax
advisor with respect to the specific tax consequences to such person of
purchasing, holding or disposing of our ordinary shares, including the
applicability and effect of federal, state, local and foreign income tax and
other tax laws to such person’s particular circumstances.




Taxation
of Ordinary Shares




Taxation of Distributions Paid on
Ordinary Shares.Subject to the discussion below under
“Passive Foreign Investment Company Status,” a U.S. Holder will be required to
include in gross income as ordinary dividend income the amount of any
distribution paid on our ordinary shares, including any non-U.S. taxes withheld
from the amount paid, to the extent the distribution is paid out of our current
or accumulated earnings and profits as determined for U.S. federal income tax
purposes.  Distributions in excess of such earnings and profits will
be applied against and will reduce the U.S. Holder’s basis in our ordinary
shares and, to the extent in excess of such basis, will be treated as gain from
the sale or exchange of our ordinary shares.  The dividend portion of
such distributions generally will not qualify for the dividends received
deduction available to corporations.




Subject
to the discussion below under “Passive Foreign Investment Company Status,”
dividends that are received by U.S. Holders that are individuals, estates or
trusts will be taxed at the rate applicable to long-term capital gains (a
maximum rate of 15% for taxable years beginning on or before December 31, 2010),
provided that such dividends meet the requirements of “qualified dividend
income.”  For this purpose, qualified dividend income generally
includes dividends paid by a non-U.S. corporation if certain holding period and
other requirements are met and either (i) the stock of the non-U.S. corporation
with respect to which the dividends are paid is readily tradable on an
established securities market in the U.S. (e.g., the NASDAQ Capital Market) or
(ii) the non-U.S. corporation is eligible for benefits of a comprehensive income
tax treaty with the United States, which benefits include an information
exchange program and is determined to be satisfactory by the U.S. Secretary of
the Treasury.  The United States Internal Revenue Service (the “IRS”)
has determined that the U.S.-Israel Tax Treaty is satisfactory for this
purpose.   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 (i) if the U.S. Holder held the ordinary 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 ordinary share (or substantially identical securities); or
(ii) 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 ordinary 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 ordinary 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.


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Distributions
of current or accumulated earnings and profits paid in foreign currency to a
U.S. Holder (including any non-U.S. taxes withheld therefrom) will be includible
in the income of a U.S. Holder in a U.S. dollar amount calculated by reference
to the exchange rate on the day the distribution is received.  A U.S.
Holder that receives a foreign currency distribution and converts the foreign
currency into U.S. dollars subsequent to receipt may 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 or loss.




U.S.
Holders will have the option of claiming the amount of any non-U.S. income taxes
withheld at source either as a deduction from gross income or as a
dollar-for-dollar credit against their U.S. federal income tax
liability.  Individuals who do not claim itemized deductions, but
instead utilize the standard deduction, may not claim a deduction for the amount
of the non-U.S. income taxes withheld, but such amount may be claimed as a
credit against the individual’s U.S. federal income tax
liability.  The amount of non-U.S. income taxes which may be claimed
as a credit in any taxable year is subject to complex limitations and
restrictions, which must be determined on an individual basis by each
shareholder.  These limitations include, among others, rules which
limit foreign tax credits allowable with respect to specific classes of income
to the U.S. federal income taxes otherwise payable with respect to each such
class of income.  A U.S. Holder will be denied a foreign tax credit
with respect to non-U.S. income tax withheld from a dividend received on the
ordinary shares if such U.S. Holder has not held the ordinary 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 to the extent such U.S.
Holder is under an obligation to make related payments with respect to
substantially similar or related property.  Any days during which a
U.S. Holder has substantially diminished its risk of loss on the ordinary 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 United States foreign tax
credit purposes.




Taxation of the Disposition of
Ordinary Shares. Subject to the discussion below under
“Passive Foreign Investment Company Status,” upon the sale, exchange or other
disposition of our ordinary shares, a U.S. Holder will recognize capital gain or
loss in an amount equal to the difference between such U.S. Holder’s basis in
such ordinary shares, which is usually the cost of such shares, and the amount
realized on the disposition.  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, while 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,” unless such U.S. Holder has elected to use
the settlement date to determine its proceeds of sale.  Capital gain
from the sale, exchange or other disposition of ordinary shares held more than
one year is long-term capital gain, and is eligible for a reduced rate of
taxation for individuals (currently a maximum rate of 15% for taxable years
beginning on or before December 31, 2010).  Gains recognized by a U.S.
Holder on a sale, exchange or other disposition of ordinary shares generally
will be treated as United States source income for U.S. foreign tax credit
purposes.  A loss recognized by a U.S. Holder on the sale, exchange or
other disposition of ordinary shares generally is allocated to U.S. source
income.  The deductibility of a capital loss recognized on the sale,
exchange or other disposition of ordinary shares is subject to
limitations.  A U.S. Holder that receives foreign currency upon
disposition of ordinary shares and converts the foreign currency into U.S.
dollars subsequent to the settlement date or trade date (whichever date the
taxpayer was required to use to calculate the value of the proceeds of sale) may
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 or loss.


Pg
81


Passive Foreign Investment Company
Status.  We would be a passive foreign investment company (a
“PFIC”) for 2008 if (taking into account certain “look-through” rules with
respect to the income and assets of certain corporate subsidiaries) either (i)
75 percent or more of our gross income for the taxable year was passive income
or (ii) the average percentage (by value) of our total assets that are passive
assets during the taxable year was at least 50 percent.  As discussed
below, we believe that we were not a PFIC for 2008.




If we
were a PFIC, each U.S. Holder would (unless it made one of the elections
discussed below on a timely basis) be taxable on gain recognized from the
disposition of our ordinary shares (including gain deemed recognized if the
ordinary shares are used as security for a loan) and upon receipt of certain
excess distributions (generally, distributions that exceed 125% of the average
amount of distributions in respect to such ordinary shares received during the
preceding three taxable years or, if shorter, during the U.S. Holder’s holding
period prior to the distribution year) with respect to our ordinary shares as if
such income had been recognized ratably over the U.S. Holder’s holding period
for the ordinary shares.  The U.S. Holder’s income for the current
taxable year would include (as ordinary income) amounts allocated to the current
taxable year and to any taxable year period prior to the first day of the first
taxable year for which we were a PFIC.  Tax would also be computed at
the highest ordinary income tax rate in effect for each other taxable year
period to which income is allocated, and an interest charge on the tax as so
computed would also apply.  Additionally, if we were a PFIC, U.S.
Holders who acquire our ordinary shares from decedents (other than certain
nonresident aliens) would be denied the normally-available step-up in basis for
such shares to fair market value at the date of death and, instead, would
generally have a tax basis in such shares equal to the lower of the decedent’s
basis  or the fair value of such shares.




As an
alternative to the tax treatment described above, a U.S. Holder could elect to
treat us as a “qualified electing fund” (a “QEF”), in which case the U.S. Holder
would be taxed currently, for each taxable year that we are a PFIC, on its pro
rata share of our ordinary earnings and net capital gain (subject to a separate
election to defer payment of taxes, which deferral is subject to an interest
charge).  Special rules apply if a U.S. Holder makes a QEF election
after the first taxable year in its holding period in which we are a
PFIC.  We have agreed to supply U.S. Holders with the information
needed to report income and gain under a QEF election if we were a
PFIC.  Amounts includable in income as a result of a QEF election will
be determined without regard to our prior year losses or the amount of cash
distributions, if any, received from us.  A U.S. Holder’s basis in its
ordinary shares will increase by any amount included in income and decrease by
any amounts not included in income when distributed because such amounts were
previously taxed under the QEF rules. So long as a U.S. Holder’s QEF election is
in effect beginning in the first taxable year in its holding period in which it
were a PFIC, any gain or loss realized by such holder on the disposition of its
ordinary shares held as a capital asset ordinarily will be capital gain or loss.
Such capital gain or loss ordinarily would be long-term if such U.S. Holder had
held such ordinary shares for more than one year at the time of the disposition.
For non-corporate U.S. Holders, long-term capital gain is generally subject to a
maximum U.S. federal income tax rate of 15% for taxable years beginning on or
before December 31, 2010.  The QEF election is made on a
shareholder-by-shareholder basis, applies to all ordinary shares held or
subsequently acquired by an electing U.S. Holder and can be revoked only with
the consent of the IRS.


Pg
82


As an
alternative to making a QEF election, a U.S. Holder of PFIC stock that is
“marketable stock” (e.g., “regularly traded” on the NASDAQ Capital Market) may,
in certain circumstances, avoid certain of the tax consequences generally
applicable to holders of stock in a PFIC by electing to mark the stock to market
as of the beginning of such U.S. Holder’s holding period for the ordinary
shares. As a result of such an election, in any taxable year that we are a PFIC,
a U.S. holder would generally be required to report gain or loss to the extent
of the difference between the fair market value of the ordinary shares at the
end of the taxable year and such U.S. Holder’s tax basis in its ordinary shares
at that time. Any gain under this computation, and any gain on an actual
disposition of the ordinary shares in a taxable year in which we are a PFIC,
would be treated as ordinary income. Any loss under this computation, and any
loss on an actual disposition of the ordinary shares in a taxable year in which
we are a PFIC, generally would be treated as ordinary loss to the extent of the
cumulative net-mark-to-market gain previously included. Any remaining loss from
marking ordinary shares to market will not be allowed, and any remaining loss
from an actual disposition of ordinary shares generally would be capital loss. A
U.S. Holder’s tax basis in its ordinary shares is adjusted annually for any gain
or loss recognized under the mark-to-market election. There can be no assurances
that there will be sufficient trading volume with respect to the ordinary shares
for the ordinary shares to be considered “regularly traded” or that our ordinary
shares will continue to trade on the NASDAQ Capital
Market.  Accordingly, there are no assurances that our ordinary shares
will be marketable stock for these purposes. As with a QEF election, a
mark-to-market election is made on a shareholder-by-shareholder basis, applies
to all ordinary shares held or subsequently acquired by an electing U.S. Holder
and can only he revoked with consent of the IRS (except to the extent the
ordinary shares no longer constitute “marketable stock”).




The Code
does not specify how a corporation must determine fair market value of its
assets for this purpose, and the issue has not been definitively determined by
the IRS or the courts.  The market capitalization approach has
generally been used to determine the fair market value of the assets of a
publicly traded corporation.  The IRS and the courts, however, have
accepted other valuation methods in certain valuation contexts.  We
believe that we were not a PFIC for 2008, 2007, 2006, 2005, 2004 or any year
prior to 2001, based upon our income, assets, activities and market
capitalization during such years.  For our 2008 taxable year, the
ratio of the average percentage of the fair market value of our passive assets
to the fair market value of our total assets was slightly below 50% under the
market capitalization approach.  Therefore, we believe that we should
not be classified as a PFIC for 2008.  However, there can be no
assurance that the IRS will not challenge this treatment.  Based upon
independent valuations of our assets as of the end of each quarter of 2001, 2002
and 2003, we believe that we were not a PFIC for 2001, 2002 or 2003 despite the
relatively low market price of our ordinary shares during much of those taxable
years.  The tests for determining PFIC status are applied annually and
it is difficult to make accurate predictions of future income and assets or the
future price of our ordinary share, which are all relevant to this
determination.  Accordingly, there can be no assurance that we will
not become a PFIC.  U.S. Holders who hold ordinary shares during a
period when we are a PFIC will be subject to the foregoing rules, even if we
cease to be a PFIC, subject to certain exceptions for U.S. Holders who made a
QEF, mark-to-market or certain other special elections.  U.S. Holders
are urged to consult their tax advisors about the PFIC rules, including the
consequences to them of making a mark-to-market or QEF election with respect to
our ordinary shares in the event that we qualify as a PFIC.





Tax
Consequences for Non-U.S. Holders of Ordinary Shares




Except as
described in “—Information Reporting and Back-up Withholding” below, a Non-U.S.
Holder of ordinary shares will not be subject to U.S. federal income or
withholding tax on the payment of dividends on, and/or the proceeds from the
disposition of, our ordinary shares, unless, in the case of U.S. federal income
taxes:




·
            such
      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 a treaty with the United States, such item is
      attributable to a permanent establishment or, in the case of an
      individual, a fixed place of business, in the United States;
      or




·
            the
      Non-U.S. Holder is an individual who holds the ordinary shares as a
      capital asset and is present in the United States for 183 days or more in
      the taxable year of the disposition and certain other conditions are
      met.




Pg
83


Information
Reporting and Backup Withholding




U.S.
Holders (other than exempt recipients, such as corporations) generally are
subject to information reporting requirements with respect to dividends paid on,
or proceeds from the disposition of, our ordinary shares.  U.S.
Holders are also generally subject to backup withholding (currently at a rate of
28%) on dividends paid on, or proceeds from the disposition of, our ordinary
shares unless the U.S. Holder provides IRS Form W-9 or otherwise establishes an
exemption.




Non-U.S.
Holders generally are not subject to information reporting or backup withholding
with respect to dividends paid on, or upon the proceeds from the disposition of,
our ordinary shares, provided that such Non-U.S. Holder provides taxpayer
identification number, certifies to its foreign status, or otherwise establishes
an exemption.




The
amount of any backup withholding will be allowed as a credit against a U.S. or
Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder
to a refund, provided that certain required information is furnished to the
IRS.




F.           DIVIDENDS
AND PAYING AGENTS




Not
applicable.




G.           STATEMENT
BY EXPERTS




Not
applicable.




H.           DOCUMENTS
ON DISPLAY




We are
required to file reports and other information with the SEC, under the Exchange
Act and the regulations thereunder applicable to foreign private issuers. We are
subject to the informational requirements of the Exchange Act, applicable to
foreign private issuers and fulfill the obligation with respect to such
requirements by filing reports with the SEC.  You may read and copy
any document we file with the SEC without charge at the SEC’s public reference
room, located at 100 F Street, N.E ., Washington, D.C.  20549. Copies
of such material may be obtained by mail from the Public Reference Branch of the
SEC at such address, at prescribed rates.  Please call the SEC at
l-800-SEC-0330 for further information on the public reference room. In
addition, some of our filings are available to the public at the SEC’s website
(www.sec.gov). We also generally make available on our own web site
(www.radcom.com) our annual reports as well as other information. Our website is
not part of this annual report.




Any
statement in this annual report about any of our contracts or other documents is
not necessarily complete. If the contract or document is filed as an exhibit to
this annual report, the contract or document is deemed to modify the description
contained in this annual report. We urge you to review the exhibits themselves
for a complete description of the contract or document.




As a
foreign private issuer, we are exempt from the rules under the Exchange Act
prescribing the furnishing and content of proxy statements, and our officers,
directors and principal shareholders are exempt from the reporting and
“short-swing” profit recovery provisions contained in Section 16 of the Exchange
Act.  In addition, we are not required under the Exchange Act to file
periodic reports and financial statements with the SEC as frequently or as
promptly as United States companies whose securities are registered under the
Exchange Act.  A copy of each report submitted in accordance with
applicable United States law is available for public review at our principal
executive offices.




I.         
   SUBSIDIARY INFORMATION




Not
applicable.


Pg
84


ITEM
      11.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




We are
exposed to a variety of risks, including changes in interest rates affecting
primarily the interest received on short-term deposits and foreign currency
fluctuations. We may in the future undertake hedging or other similar
transactions or invest in market risk sensitive instruments if our management
determines that it is necessary to offset these risks.




Interest
Rate Risk




Our
exposure to market risks for changes in interest rates relates primarily to our
cash and cash equivalents and to loans we take that are based on a
floating/fixed interest rate. Our cash and cash equivalents are held
substantially in U.S. dollars with financial banks and bear annual interest of
approximately 0.67%. For purposes of specific risk analysis, we use sensitivity
analysis to determine the impact that market risk exposure may have on the
financial income derived from our cash and cash equivalents.




Foreign
Currency Exchange Risk




Our financial results may be negatively impacted by foreign currency
fluctuations. Our foreign operations are generally transacted through our U.S.
subsidiary and through our representatives and distributors. Typically, these
sales and related expenses are denominated in U.S. dollars or in Euro for
European countries, while a significant portion of our expenses are denominated
in NIS. Because our financial results are reported in U.S. dollars, our results
of operations may be adversely impacted by fluctuations in the rates of exchange
between the U.S. dollar and other currencies, mainly the NIS. Going into 2009 we
expect that an increase of NIS 0.1 to the exchange rate of the NIS to U.S.
dollar will decrease our expenses expressed in dollar terms by approximately
$48,000 per quarter and vise versa.




ITEM
      12.
            DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY
SECURITIES




Not
applicable




PART
II




ITEM
13.               DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES




Not
applicable.




ITEM
      14.
            MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS




Material
Modifications to the Rights of Security Holders




As
described elsewhere in this annual report, on May 6, 2008 our shareholders
approved a one-to-four reverse share split, which we effected on June 16,
2008.  Since all of our shareholders were affected, the share split
did not result in a dilution of the percentage of aggregate equity
ownership.





Use
of Proceeds




Private Placement
- 2004.In March 2004, we raised $5.5 million in our PIPE
transaction (i.e., the private placement of ordinary shares and
warrants).  For additional information on this PIPE transaction, see
“Item 5—Operating and Financial Review and Prospects—Liquidity and Capital
Resources—Private Placement.”  Under the PIPE transaction, we issued,
in March 2004, 962,885 of our ordinary shares at an aggregate purchase price of
$5.5 million, or $5.712 per ordinary share.  We also issued to the
investors warrants to purchase up to 240,722 ordinary shares at an exercise
price of $9.012 per share.  The warrants were exercisable for two
years from the PIPE’s date of closing. As part of the private
placement,  we filed with the SEC a resale registration statement
covering the shares purchased in the private placement  (including the
shares underlying the warrants); our F-3 (File No. 333-115475) was filed with
the SEC on May 13, 2004, while our amended F-3/As were filed on October 15, 2004
and November 26, 2004. The registration was declared effective by the SEC on
December 10, 2004.  We incurred expenses of approximately $189,000 in
connection with the offering.  Our net proceeds from the offering were
approximately $5.3 million. In 2006 and 2005, our investors exercised warrants
to purchase 156,469 ordinary shares and 82,064 ordinary shares, respectively.
Our net proceeds from these exercises were approximately $1.4 million and
$725,000, respectively. The net proceeds of the exercise of the warrants have
been used for working capital and general corporate purposes. As of
December 31, 2008, approximately $7.4 million has been used for operational
expenditures.


Pg
85


Private
Placement - 2008. In
February 2008, we raised $2.5 million in our PIPE transaction (i.e., the private
placement of ordinary shares and warrants).  For additional
information on this PIPE transaction, see “Item 8—Financial Information-
Significant Changes—Private Placement.”  Under the PIPE transaction,
we issued, in February 2008, 976,563 of our ordinary shares at an aggregate
purchase price of $2.5 million, or $2.56 per ordinary share.  We also
issued to the investors warrants to purchase up to 325,520 ordinary shares at an
exercise price of $3.20 per share.  The warrants are exercisable for
three years from the PIPE’s date of closing. Our net proceeds from the offering
were approximately $2.4 million, all of which have been kept for operational
expenditures.




ITEM
15T.            CONTROLS
AND PROCEDURES




a.           Disclosure
Controls and Procedures




The
Company’s management, with the participation of its chief executive officer and
chief financial officer, evaluated the effectiveness of the Company’s disclosure
controls and procedures over financial reporting (as defined in
Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of December 31,
2008. Based on this evaluation, the Company’s chief executive officer and chief
financial officer concluded that, as of December 31, 2008, the Company’s
disclosure controls and procedures were: (1) designed to ensure that
material information relating to the Company, including its consolidated
subsidiaries, is accumulated and communicated to the Company’s management,
including the Company’s chief executive officer and chief financial officer, and
by others within those entities, as appropriate to allow timely decisions
regarding required disclosure, particularly during the period in which this
report was being prepared; and (2) effective, in that they provide
reasonable assurance that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified by the
SEC’s rules and forms.




b.           Management’s
Annual Report on Internal Control Over Financial Reporting




The
Company’s management, under the supervision of the Company’s principal executive
and principal financial officers, is responsible for establishing and
maintaining adequate internal control over financial
reporting.  Internal control over financial reporting is defined in
Rule 13a-15(f) or 15d-15(f) of the Exchange Act as a process designed by, or
under the supervision of, the Company’s principal executive and principal
financial officers and effected by the Company’s Board of Directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that: (1) pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transaction
and dispositions of the assets of the Company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; (3) provide
reasonable assurance that our receipts and expenditures are made only in
accordance with authorizations of our management and Board of Directors (as
appropriate); and (4) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use of disposition of the
Company’s assets that could have a material effect on the financial
statements.


Pg
86


Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  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.




Under the
supervision and with the participation of Company’s management, including its
principal executive and financial officers, the Company conducted an evaluation,
and assessed the effectiveness of, our internal control over financial reporting
as of December 31, 2008, based on the framework set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —Integrated
Framework.




Based on
our assessment under that framework and the criteria established therein, our
management concluded that, as of December 31, 2008, the Company’s internal
control over financial reporting was effective.




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




c.           Changes
in Internal Control Over Financial Reporting




There
were no changes in the Company’s internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
that occurred during the year ended December 31, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.




ITEM
16A.            AUDIT
COMMITTEE FINANCIAL EXPERT




Our Board
of Directors has determined that Zohar Gilon is our “audit committee financial
expert” (as defined in the Instruction to paragraph (a) of Item 16A of Form
20-F)  serving on our Audit Committee, as defined in the applicable
regulations, including Item 16A(b) of Form 20-F.  Mr. Gilon qualifies
as an “independent” director under the NASDAQ rules.




ITEM
16B.            CODE
OF ETHICS




On
February 1, 2004, our Board of Directors adopted our Code of Ethics and Business
Conduct, a code that applies to all our directors, officers and other employees
of the Company, including our Chief Executive Officer and President, and our
Chief Financial Officer and Controller. A copy of the Code of Ethics and
Business Conduct was filed as Exhibit 11 to our Annual Report on Form 20-F,
filed with the SEC on May 6, 2004.




Our Code
of Ethics is publicly also available on our website at www.radcom.com.




ITEM
16C.            PRINCIPAL ACCOUNTANT FEES AND
SERVICES




In the
Company’s annual meeting held in September 2008, our shareholders re-appointed
Somekh Chaikin, an independent registered public accounting firm, a member firm
of KPMG International, or KPMG Somekh Chaikin, to serve as our independent
auditors.


Pg
87


KPMG
Somekh Chaikin charged the following fees to us for professional services in
each of the last two fiscal years:




Year
      Ended December 31,2008
            
            
            2007Audit
      Fees
            
            $
            145,000
            
            
            $
            120,000Audit-Related
      Fees
            
            
            -
            
            
            
            -Tax
      Fees
            
            $
            5,000
            
            
            $
            5,000All
      Other Fees
            
            
            -
            
            
            
            -Total
            
            $
            150,000
            
            
            $
            125,000




“Audit
Fees” are the aggregate fees billed (for the year) for the audit of our annual
financial statements and services that are normally provided by the independent
auditor in connection with statutory and regulatory filings or engagements. This
category also includes services that generally the independent accountant
provides, such as consents and assistance with and review of documents filed
with the SEC.




“Audit-Related
Fees” are the aggregate fees billed (for the year) for assurance and related
services that are reasonably related to the performance of the audit or review
of our financial statements and are not reported under Audit Fees. These fees
include mainly accounting consultations regarding the accounting treatment of
matters that occur in the regular course of business, implications of new
accounting pronouncements and other accounting issues that occur from time to
time.




“Tax
Fees” are the aggregate fees billed (in the year) for professional services
rendered for tax compliance, tax advice, other than in connection with the
audit. Tax compliance involves preparation of original and amended tax returns,
tax planning and tax advice.




Audit
Committee’s Pre-Approval Policies and Procedures




Our Audit
Committee oversees our independent auditors.  See also the description
under the heading “Board Practices” in “Item 6—Directors, Senior Management and
Employees.”  Our Audit Committee’s policy is to approve any audit or
permitted non-audit services proposed to be provided by our independent auditors
before engaging our independent auditors to provide such services. Pursuant to
this policy, which is designed to assure that such engagements do not impair the
independence of our auditors, the Chairperson of our Audit Committee is
authorized to approve any such services between the meetings of our Audit
Committee, subject to ratification by the Audit Committee, and to report any
such approvals to the Audit Committee at its next meeting.




ITEM
16D.
            EXEMPTIONS
      FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEES




Not
applicable.




ITEM
16E.
            PURCHASES
      OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS




Not
applicable.




ITEM
16F.             CHANGE
IN REGISTRANT’S CERTIFYING ACCOUNTANT




Not applicable.




ITEM
16G.            CORPORATE
GOVERNANCE




We are a foreign private issuer whose
ordinary shares are listed on the NASDAQ Capital Market.  As such, we
are required to comply with U.S. federal securities laws, including the
Sarbanes-Oxley Act, and the NASDAQ rules, including the NASDAQ corporate
governance requirements.  The NASDAQ rules provide that foreign
private issuers may follow home country practice in lieu of certain qualitative
listing requirements subject to certain exceptions and except to the extent that
such exemptions would be contrary to U.S. federal securities laws, so long as
the foreign issuer discloses that it does not follow such listing requirement
and describes the home country practice followed in its reports filed with the
SEC.


Pg
88


We follow
the Companies Law, the relevant provisions of which are summarized in
this annual report, rather than comply with the NASDAQ requirements
relating to: (i) sending annual reports to shareholders, as described in “Item
10H – Documents on Display” and (ii) shareholder approval with respect to
issuance of securities under equity based compensation
plans.  NASDAQ rules generally require shareholder approval when an
equity based compensation plan is established or materially amended, but we
follow the Companies Law, which requires approval of the board of directors or a
duly authorized committee thereof, unless such arrangements are for the
compensation of directors, in which case they also require audit committee and
shareholder approval.




PART
III




ITEM
17.               FINANCIAL
STATEMENTS




We have
responded to Item 18 in lieu of this item.




ITEM
18.               FINANCIAL
STATEMENTS




Our
consolidated financial statements and the report of independent registered
public accounting firm in connection therewith are filed as part of this annual
report, as noted below:




Index
      to the Consolidated Financial Statements
                        
                        PageReport
      of Independent Registered Public Accounting Firm
                        
                        
                        F-2Consolidated
      Balance Sheets at December 31, 2008 and 2007
                        
                        
                        F-3Consolidated
      Statements of Operations for the Years Ended December 31, 2008, 2007 and
      2006
                        
                        
                        F-5Consolidated
      Statements of Changes in Shareholders’ Equity for the Years Ended December
      31, 2008, 2007 and 2006
                        
                        
                        F-6Consolidated
      Statements of Cash Flows for the Years Ended December 31, 2008, 2007 and
      2006
                        
                        
                        F-7Notes
      to Consolidated Financial Statements
                        
                        
                        F-9


Pg
89


ITEM 19.               EXHIBITS




The
exhibits filed with or incorporated into this annual report are listed
below.




Exhibit No.
                          
                          Description1.1
                          
                          Memorandum
      of Association(1)1.2
                          
                          Articles
      of Association, as amended(13)2.1
                          
                          Form
      of ordinary share certificate(1)4.1
                          
                          2000
      Share Option Plan(2)4.2
                          
                          1998
      Employee Bonus Plan(3)4.3
                          
                          1998
      Share Option Plan(4)4.4
                          
                          International
      Employee Stock Option Plan(5)4.5
                          
                          Directors
      Share Incentive Plan (1997)(6)4.6
                          
                          Key
      Employee Share Incentive Plan (1996)(7)4.7
                          
                          2001
      Share Option Plan(8)4.8
                          
                          2003
      Share Option Plan(9)4.9
                          
                          Lease
      Agreement, dated November 15, 2000, among Vitalgo Textile Industries
      Ltd., Zisapel Properties (1992) Ltd., Klil and Michael Properties (1992)
      Ltd. and RADCOM  Ltd. (English summary accompanied by Hebrew
      original)(10)4.10
                          
                          Lease
      Agreement, dated March 1, 2001, among Zisapel Properties (1992) Ltd.,
      Klil and Michael Properties (1992) Ltd. and RADCOM  Ltd.
      (English summary accompanied by Hebrew original)(10)4.11
                          
                          Lease
      Agreement, dated August 12, 1998, between RAD Communications Ltd. and
      RADCOM  Ltd. (English summary accompanied by Hebrew
      original)(10)4.12
                          
                          Lease
      Agreement, dated December 1, 2000, among Zohar Zisapel Properties,
      Inc., Yehuda Zisapel Properties, Inc. and RADCOM  Equipment,
      Inc.(10)4.13
                          
                          Lease
      Agreement, dated January 22, 2002, between Regus Business Centre and
      RADCOM  Ltd.(11)4.14
                          
                          Software
      License Agreement, dated as of January 13, 1999, between RADVision,
      Ltd. and RADCOM  Ltd., and Supplement No. 1 thereto, dated
      as of January 24, 2001(10)4.15
                          
                          Share
      and Warrant Purchase Agreement, dated as of March 17, 2004, by and between
      RADCOM Ltd. and the purchasers listed therein(12)4.16
                          
                          Form
      of Warrant(12)4.17
                          
                          Share
      and Warrant Purchase Agreement, dated as of December 19, 2007, by and
      between RADCOM Ltd. and the purchasers listed therein(13)4.18
                          
                          Form
      of Warrant - Share and Warrant Purchase Agreement dated December 19,
      2007(13)4.19
                          
                          Loan
      Agreement, dated as of April 1, 2008, by and between RADCOM Ltd., Plenus
      Management (2004) and the other parties thereto(13)




Pg
90





Exhibit No.
                      
                      Description4.20
                      
                      Fixed
      Charge Agreement, dated as of April 1, 2008, by and between RADCOM Ltd.,
      Plenus Management (2004) and the other parties thereto(13)4.21
                      
                      Floating
      Charge Agreement, dated as of April 1, 2008, by and between RADCOM Ltd.,
      Plenus Management (2004) and the other parties thereto(13)4.22
                      
                      Security
      Agreement, dated as of April 1, 2008, by and between RADCOM Equipment
      Inc., Plenus Management (2004) and the other parties thereto(13)4.23
                      
                      Form
      of Warrant – Loan Agreement, dated as of April 1, 2008(13)8.1
                      
                      List
      of Subsidiaries(14)11.1
                      
                      Code
      of Ethics(12)12.1
                      
                      Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002(14)12.2
                      
                      Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002(14)13.1
                      
                      Certification
      of the Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002(14)13.2
                      
                      Certification
      of the Chief Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002(14)14.1
                      
                      Consent
      of KPMG Somekh Chaikin,  a member firm of KPMG International,
      dated June 18, 2009(14)







(1)
              Incorporated
      herein by reference to the Registration Statement on Form F-1 of RADCOM
      Ltd. (File No. 333-05022), filed with the SEC on June 12,
      1996.




(2)
            Incorporated
      herein by reference to the Registration Statement on Form S-8 of RADCOM
      Ltd. (File No. 333-13244), filed with the SEC on March 7,
      2001.




(3)
              Incorporated
      herein by reference to the Registration Statement on Form S-8 of RADCOM
      Ltd. (File No. 333-13246), filed with the SEC on March 7,
      2001.




(4)
              Incorporated
      herein by reference to the Registration Statement on Form S-8 of RADCOM
      Ltd. (File No. 333-13248) filed with the SEC on March 7,
    2001.




(5)
            Incorporated
      herein by reference to the Registration Statement on Form S-8 of RADCOM
      Ltd. (File No. 333-13250), filed with the SEC on March 7,
      2001.




(6)
            Incorporated
      herein by reference to the Registration Statement on Form S-8 of RADCOM
      Ltd. (File No. 333-13254), filed with the SEC on March 7,
      2001.




(7)
              Incorporated
      herein by reference to the Registration Statement on Form S-8 of RADCOM
      Ltd. (File No. 333-13252), filed with the SEC on March 7,
      2001.




(8)
            Incorporated
      herein by reference to the Registration Statement on Form S-8 of RADCOM
      Ltd. (File No. 333-14236), filed with the SEC on December 28,
      2001.




(9)
              Incorporated
      herein by reference to the Registration Statement on Form S-8 of RADCOM
      Ltd. (File No. 333-111931), filed with the SEC on January 15,
      2004.




(10)
              Incorporated
      herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year
      ended December 31, 2000, filed with the SEC on June 29,
    2001.




Pg
91


(11)
              Incorporated
      herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year
      ended December 31, 2001, filed with the SEC on March 27,
    2002.




(12)
              Incorporated
      herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year
      ended December 31, 2003, filed with the SEC on May 6,
  2004.




(13)
              Incorporated
      herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year
      ended December 31, 2007, filed with the SEC on June 30,
    2008.




(14)
                Filed
      herewith.




Pg
92


SIGNATURE




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.




RADCOM
      LTD.By:
                        /s/
      David RipsteinName:
      David RipsteinTitle:  Chief
      Executive OfficerDate:
      June 18, 2009




Pg
93





RADCOM
Ltd.




(an
Israeli Corporation)


and
its Subsidiaries





Consolidated
Financial Statements


As
of December 31, 2008







Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries


Consolidated
Financial Statements as of December 31, 2008 and 2007
 and
for the years ended December 31, 2008, 2007 and 2006








Table
of Contents





PageReport
      of Independent Registered Public Accounting Firm
                          
                          F-2Consolidated
      Financial Statements:Consolidated
      Balance Sheets as of December 31, 2008 and 2007
                          
                          F-3Consolidated
      Statements of Operations for the years endedDecember
      31, 2008, 2007 and 2006
                          
                          F-5Consolidated
      Statements of Shareholders' Equityfor
      the years ended December 31, 2008, 2007 and 2006
                          
                          F-6Consolidated
      Statements of Cash Flows for the years endedDecember
      31, 2008, 2007 and 2006
                          
                          F-7Notes
      to the Consolidated Financial Statements
                          
                          F-9









Report
of Independent Registered Public Accounting Firm





To the
Board of Directors and Shareholders


Radcom
Ltd.:





We have
audited the accompanying consolidated balance sheets of Radcom Ltd. (an Israeli
Corporation) and its subsidiaries (collectively, the "Company") as of December
31, 2008 and 2007, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2008. These consolidated financial statements are the
responsibility of the Company's Board of Directors and of its management. Our
responsibility is to express an opinion on these consolidated 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.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by the
board of directors and management, as well as evaluating the overall financial
statements presentation.  We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Radcom Ltd. and
its subsidiaries as of December 31, 2008 and 2007 and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2008, in conformity with U.S. generally accepted
accounting principles.





Somekh
Chaikin


Certified
Public Accountants (Isr.)


A Member
Firm of KPMG International





Tel Aviv,
Israel





June 17,
2009





F-2




Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries


Consolidated
Balance Sheets





December 312008
              
              
              2007US$ thousands
              
              
              US$ thousandsAssetsCurrent
      AssetsCash
      and cash equivalents (Note 9A1)
              
              
              3,513
              
              
              
              3,763Trade
      receivables, net (Note 9A2) (1)
              
              
              7,118
              
              
              
              5,874Inventories
      (Note 9A3)
              
              
              2,752
              
              
              
              3,454Other
      current assets (Note 9A4) (2)
              
              
              973
              
              
              
              1,025Total
      current assets
              
              
              14,356
              
              
              
              14,116Assets
      held for severance benefits (Note 4)
              
              
              2,496
              
              
              
              2,480Property
      and equipment, net (Note 3)
              
              
              989
              
              
              
              1,460Total
      Assets
              
              
              17,841
              
              
              
              18,056





(1)
            Includes
      balances in the amounts of US$88 thousand and US$289 thousand with related
      parties as of December 31, 2008 and 2007, respectively. (See also Note
      10A).


(2)
            Includes balances in the amounts
      of US$54 thousand and US$235 thousand with related parties as of December
      31, 2008 and 2007, respectively. (See also Note
    10A).




F-3




Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries


Consolidated
Balance Sheets





December 312008
                  
                  
                  2007US$ thousands
                  
                  
                  US$ thousandsLiabilities
      and Shareholders' EquityCurrent
      LiabilitiesTrade
      payables (3)
                  
                  
                  2,121
                  
                  
                  
                  1,267Deferred
      revenue
                  
                  
                  1,057
                  
                  
                  
                  957Current
      maturities of long-term loan (Note 5)
                  
                  
                  1,167
                  
                  
                  
                  -Other
      payables and accrued expenses (Note 9A5) (4)
                  
                  
                  3,817
                  
                  
                  
                  4,668Total
      current liabilities
                  
                  
                  8,162
                  
                  
                  
                  6,892Long-Term
      LiabilitiesDeferred
      revenue
                  
                  
                  277
                  
                  
                  
                  346Long-term
      loan net of current maturities (Note 5)
                  
                  
                  1,152
                  
                  
                  
                  -Liability
      for employees severance pay benefits (Note 4)
                  
                  
                  3,265
                  
                  
                  
                  3,240Total
      long-term liabilities
                  
                  
                  4,694
                  
                  
                  
                  3,586Total
      liabilities
                  
                  
                  12,856
                  
                  
                  
                  10,478Commitments
      and contingencies (Note 6)Shareholders'
      Equity (Note 7)Share
      capital *
                  
                  
                  176
                  
                  
                  
                  122Additional
      paid-in capital
                  
                  
                  51,474
                  
                  
                  
                  48,328Accumulated
      deficit
                  
                  
                  (46,665
                  )
                  
                  
                  (40,872
                  )Total
      shareholders' equity
                  
                  
                  4,985
                  
                  
                  
                  7,578Total
      Liabilities and Shareholders' Equity
                  
                  
                  17,841
                  
                  
                  
                  18,056




Zohar
      Zisapel
                    
                    David
      Ripstein
                    
                    Jonathan
      BurginChairman
      of the Board of Directors
                    
                    Chief
      Executive Officer
                    
                    Chief
      Financial
Officer





Date:
June 17,  2009





*
            9,997,670
      Ordinary Shares of NIS 0.20 par value ("Ordinary Shares") authorized as of
      December 31, 2008 and 2007, respectively; 5,081,426 and 4,091,222 Ordinary
      Shares issued and outstanding as of December 31, 2008 and 2007,
      respectively.





(3)
            Includes balances in the amounts
      of US$37 thousand and US$119 thousand with related parties as of December
      31, 2008 and 2007, respectively. (See also Note
    10A).


(4)
            Includes balances in the amounts
      of US$167 thousand and US$6 thousand with related parties as of December
      31, 2008 and 2007, respectively. (See also Note
    10A).





The
accompanying notes are an integral part of the consolidated financial
statements.




F-4




Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Consolidated
Statements of Operations





Year ended December 312008
                            
                            
                            2007
                            
                            
                            2006US$ thousands(1)
                            
                            
                            US$ thousands(1)
                            
                            
                            US$ thousands(1)Revenues
      (Note 9B1)(2):Products
                            
                            
                            12,480
                            
                            
                            
                            10,158
                            
                            
                            
                            20,641Services
                            
                            
                            2,758
                            
                            
                            
                            3,339
                            
                            
                            
                            2,90015,238
                            
                            
                            
                            13,497
                            
                            
                            
                            23,541Cost
      of revenues(2):Products
                            
                            
                            5,523
                            
                            
                            
                            4,927
                            
                            
                            
                            7,213Services
                            
                            
                            502
                            
                            
                            
                            466
                            
                            
                            
                            1836,025
                            
                            
                            
                            5,393
                            
                            
                            
                            7,396Gross
      profit
                            
                            
                            9,213
                            
                            
                            
                            8,104
                            
                            
                            
                            16,145Operating
      expenses:Research
      and development
                            
                            
                            6,506
                            
                            
                            
                            7,378
                            
                            
                            
                            6,826Less
      - royalty-bearing participation (Note 6A1)
                            
                            
                            2,113
                            
                            
                            
                            2,096
                            
                            
                            
                            1,904Research
      and development, net
                            
                            
                            4,393
                            
                            
                            
                            5,282
                            
                            
                            
                            4,922Sales
      and marketing
                            
                            
                            7,486
                            
                            
                            
                            9,279
                            
                            
                            
                            9,196General
      and administrative
                            
                            
                            2,818
                            
                            
                            
                            2,391
                            
                            
                            
                            2,553Total
      operating expenses
                            
                            
                            14,697
                            
                            
                            
                            16,952
                            
                            
                            
                            16,671Operating
      loss
                            
                            
                            (5,484
                            )
                            
                            
                            (8,848
                            )
                            
                            
                            (526
                            )Financing
      income (expenses), net (Note 9B2):Financing
      income
                            
                            
                            109
                            
                            
                            
                            280
                            
                            
                            
                            497Financing
      expenses
                            
                            
                            (418
                            )
                            
                            
                            (15
                            )
                            
                            
                            (25
                            )Financing
      income (expenses), net
                            
                            
                            (309
                            )
                            
                            
                            265
                            
                            
                            
                            472Loss
      before taxes on income
                            
                            
                            (5,793
                            )
                            
                            
                            (8,583
                            )
                            
                            
                            (54
                            )Taxes
      on income (Note 8)
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Net
      loss
                            
                            
                            (5,793
                            )
                            
                            
                            (8,583
                            )
                            
                            
                            (54
                            )Loss
      per share :Basic
      and diluted net loss per Ordinary Share (US$)
                            
                            
                            (1.16
                            )
                            
                            
                            (2.10
                            )
                            
                            
                            (0.01
                            )Weighted
      average number of Ordinary Shares used tocompute
      basic and diluted net loss per Ordinary Share
                            
                            
                            4,995,586
                            
                            
                            
                            4,084,789
                            
                            
                            
                            3,973,509





(1)
            Except
      per share amounts


(2)
            See
      note 10B for transactions with related
parties





The
accompanying notes are an integral part of the consolidated financial
statements.




F-5




Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Consolidated
Statements of Shareholders' Equity




Share capitalAdditional
                                            
                                            
                                            
                                            
                                            
                                            TotalNumber of
                                            
                                            
                                            
                                            
                                            
                                            paid-in
                                            
                                            
                                            Accumulated
                                            
                                            
                                            Shareholders'shares
                                            
                                            
                                            Amount
                                            
                                            
                                            capital
                                            
                                            
                                            deficit
                                            
                                            
                                            equityUS$ (thousands)
                                            
                                            
                                            US$ (thousands)
                                            
                                            
                                            US$ (thousands)
                                            
                                            
                                            US$ (thousands)Balance
      as ofJanuary
      1, 2006
                                            
                                            
                                            3,739,619
                                            
                                            
                                            
                                            107
                                            
                                            
                                            
                                            44,613
                                            
                                            
                                            
                                            (32,235
                                            )
                                            
                                            
                                            12,485Changes
      during 2006:Net
      loss
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (54
                                            )
                                            
                                            
                                            (54
                                            )Stock-based
      optioncompensation
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            558
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            558Exercise
      of options
                                            
                                            
                                            161,981
                                            
                                            
                                            
                                            7
                                            
                                            
                                            
                                            967
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            974Exercise
      of warrants
                                            
                                            
                                            156,469
                                            
                                            
                                            
                                            6
                                            
                                            
                                            
                                            1,404
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            1,410Balance
      as ofDecember
      31, 2006
                                            
                                            
                                            4,058,069
                                            
                                            
                                            
                                            120
                                            
                                            
                                            
                                            47,542
                                            
                                            
                                            
                                            (32,289
                                            )
                                            
                                            
                                            15,373Changes
      during 2007:Net
      loss
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (8,583
                                            )
                                            
                                            
                                            (8,583
                                            )Stock-based
      optionCompensation
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            564
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            564Exercise
      of options
                                            
                                            
                                            33,153
                                            
                                            
                                            
                                            2
                                            
                                            
                                            
                                            222
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            224Balance
      as ofDecember
      31, 2007
                                            
                                            
                                            4,091,222
                                            
                                            
                                            
                                            122
                                            
                                            
                                            
                                            48,328
                                            
                                            
                                            
                                            (40,872
                                            )
                                            
                                            
                                            7,578Changes
      during 2008:Net
      loss
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (5,793
                                            )
                                            
                                            
                                            (5,793
                                            )Issuance
      of shares and warrants,net
      of  issuance expensesof
      US$ 96 thousand
                                            
                                            
                                            976,563
                                            
                                            
                                            
                                            54
                                            
                                            
                                            
                                            2,350
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            2,404Issuance
      of a warrant relatedto
      long-term loan(Note
      5 and Note 7)
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            266
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            266Stock-based
      optioncompensation
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            530
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            530Exercise
      of options
                                            
                                            
                                            13,641
                                            
                                            
                                            
                                            *
      -
                                            
                                            
                                            
                                            (*
      -
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Balance
      as ofDecember
      31, 2008
                                            
                                            
                                            5,081,426
                                            
                                            
                                            
                                            176
                                            
                                            
                                            
                                            51,474
                                            
                                            
                                            
                                            (46,665
                                            )
                                            
                                            
                                            4,985





*   Less
than US$1 thousand.





The
accompanying notes are an integral part of the consolidated financial
statements.




F-6




Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Consolidated
Statements of Cash Flows







Year ended December 312008
                                
                                
                                2007
                                
                                
                                2006US$ thousands
                                
                                
                                US$ thousands
                                
                                
                                US$ thousandsCash
      flows from operating activities:Net
      loss for the year
                                
                                
                                (5,793
                                )
                                
                                
                                (8,583
                                )
                                
                                
                                (54
                                )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Depreciation
                                
                                
                                610
                                
                                
                                
                                687
                                
                                
                                
                                603Loss
      from property and equipment
                                
                                
                                88
                                
                                
                                
                                -
                                
                                
                                
                                7Stock-based
      option compensation
                                
                                
                                530
                                
                                
                                
                                564
                                
                                
                                
                                558Provision
      for doubtful accounts
                                
                                
                                460
                                
                                
                                
                                2
                                
                                
                                
                                585Long-term
      loan discount amortization
                                
                                
                                85
                                
                                
                                
                                -
                                
                                
                                
                                -Increase
      in severance pay, net
                                
                                
                                9
                                
                                
                                
                                51
                                
                                
                                
                                135Changes
      in operating assets and liabilities:Decrease
      (increase) in trade receivables
                                
                                
                                (1,704
                                )
                                
                                
                                3,834
                                
                                
                                
                                (2,902
                                )Decrease
      (increase) in other current assets
                                
                                
                                130
                                
                                
                                
                                (195
                                )
                                
                                
                                (575
                                )Decrease
      (increase) in inventories
                                
                                
                                584
                                
                                
                                
                                (1,141
                                )
                                
                                
                                (1,180
                                )Increase
      (decrease) in trade payables
                                
                                
                                865
                                
                                
                                
                                (1,099
                                )
                                
                                
                                380Increase
      (decrease) in other payables andaccrued
      expenses
                                
                                
                                (788
                                )
                                
                                
                                378
                                
                                
                                
                                276Decrease
      (increase) of accrued interest on short-termbank
      deposits and long-term loan
                                
                                
                                (63
                                )
                                
                                
                                73
                                
                                
                                
                                (73
                                )Increase
      (decrease) in deferred revenue
                                
                                
                                31
                                
                                
                                
                                (589
                                )
                                
                                
                                (351
                                )Net
      cash used in operating activities
                                
                                
                                (4,956
                                )
                                
                                
                                (6,018
                                )
                                
                                
                                (2,591
                                )Cash
      flows from investing activities:Investment
      in short-term deposits
                                
                                
                                -
                                
                                
                                
                                (2,515
                                )
                                
                                
                                (7,987
                                )Proceeds
      from short-term deposits
                                
                                
                                -
                                
                                
                                
                                10,502
                                
                                
                                
                                -Proceeds
      from sale of property and equipment
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                8Purchase
      of property and equipment
                                
                                
                                (120
                                )
                                
                                
                                (437
                                )
                                
                                
                                (327
                                )Net
      cash provided by (used in) investing activities
                                
                                
                                (120
                                )
                                
                                
                                7,550
                                
                                
                                
                                (8,306
                                )





The
accompanying notes are an integral part of the consolidated financial
statements.




F-7




Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Consolidated
Statements of Cash Flows (cont'd)







Year ended December 312008
                        
                        
                        2007
                        
                        
                        2006US$ thousands
                        
                        
                        US$ thousands
                        
                        
                        US$ thousandsCash
      flows from financing activities:Exercise
      of warrants
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,410Issuance
      of a warrant related to long-term loan
                        
                        
                        266
                        
                        
                        
                        -
                        
                        
                        
                        -Proceeds
      from issuance of long-term loannet
      of issuance expenses US$78 thousand
                        
                        
                        2,156
                        
                        
                        
                        -
                        
                        
                        
                        -Proceeds
      from issuance of ordinary shares andwarrants,
      net of issuance expenses of US$96 thousand
                        
                        
                        2,404
                        
                        
                        
                        -
                        
                        
                        
                        -Exercise
      of share options
                        
                        
                        *
      -
                        
                        
                        
                        224
                        
                        
                        
                        974Net
      cash provided by financing activities
                        
                        
                        4,826
                        
                        
                        
                        224
                        
                        
                        
                        2,384Increase
      (decrease) in cash and cash equivalents
                        
                        
                        (250
                        )
                        
                        
                        1,756
                        
                        
                        
                        (8,513
                        )Cash
      and cash equivalents at beginning of year
                        
                        
                        3,763
                        
                        
                        
                        2,007
                        
                        
                        
                        10,520Cash
      and cash equivalents at end of year
                        
                        
                        3,513
                        
                        
                        
                        3,763
                        
                        
                        
                        2,007





Schedule
A - Non-Cash Investing Activities





Purchase
of property and equipment on credit aggregate US$1 thousand, US$12 thousand and
US$72 thousand for the years ended December 31, 2008, 2007 and 2006,
respectively.





Inventories
capitalized as property and equipment aggregate US$118 thousand, US$362 thousand
and US$443 thousand for the years ended December 31, 2008, 2007 and 2006,
respectively.





Schedule
B –





Cash paid
for interest amounted to US$118 thousand during the year ended December 31,
2008.


No
interest paid for the years ended December 31, 2007 and 2006.





*  Less
than US$1 thousand





The
accompanying notes are an integral part of the consolidated financial
statements.




F-8




Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes
to the Consolidated Financial Statements as of December 31, 2008





Note
1 - General





A.
            Radcom
      Ltd. (the “Company”) is an Israeli corporation that operates in one
      business segment of communication networks.  The Company
      provides innovative network test and service monitoring solutions for
      communications service providers and equipment vendors.  The
      Company specializes in Next Generation Wireless and Wireline technologies
      for Voice, Data and Video. The Company’s products facilitate fault
      management, network service performance monitoring and analysis,
      troubleshooting and pre-mediation.  RADCOM’s shares are listed
      on both the NASDAQ Capital Market and the Tel Aviv Stock Exchange (“TASE”)
      under the symbol RDCM. In March 2009, the Company notified the TASE that
      it does not wish to continue its listing on the TASE, which will become
      effective on July 1, 2009.





The
Company has a wholly-owned subsidiary in the United States, Radcom Equipment,
Inc. (the "US Subsidiary"), which was incorporated in 1993 under the laws of the
State of New Jersey. The US Subsidiary is primarily engaged in the selling and
marketing of the Company’s products in North America.





In
addition, the Company has another subsidiary in Israel. As of December 31, 2008,
this subsidiary has no business activities. The Company had another subsidiary
in the United Kingdom which dissolved its operations in December
2008.





B.
            The
      Company had significant losses attributable to its operations. The Company
      has managed its liquidity during this time through a series of cost
      reduction initiatives, expansion of its sales into new markets, private
      placement transactions and a venture capital loan. Based on the most
      current sales and spending projections the Company’s estimated liquidity
      during the remainder of 2009 will be adequate to satisfy its liquidity
      requirements to meet the Company’s operating and loan obligations as they
      come due through calendar year 2009; however, these may be at or near the
      minimum amount necessary. The Company’s ability to continue as a going
      concern is substantially dependent on the successful execution of the
      sales and spending projections referred to above. There is no assurance
      that, if required, the Company will be able to raise additional capital or
      reduce discretionary spending to provide the required liquidity in order
      to continue as a going concern.




Note
2 - Significant Accounting Policies





The
financial statements are presented in accordance with United States generally
accepted accounting principles (US GAAP).





The
significant accounting policies followed in the preparation of the financial
statements, applied on a consistent basis, are as follows:





A.           Certain
definitions





CPI
      - Israeli Consumer Price Index





NIS
      - New Israeli Shekel





US$
      - United States Dollars




F-9




Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes
to the Consolidated Financial Statements as of December 31, 2008





Note
2 - Significant Accounting Policies (cont'd)





B.           Financial
statements in US dollars (“dollar” or "dollars")





Most of
the Company's revenues are generated in US dollars and outside of Israel (see
Note 9B1 regarding geographical distribution) and the majority of the Company’s
cost of revenues are incurred primarily in transactions denominated in dollars.
Therefore, the currency of the primary economic environment in which the
operations of the Company are conducted is the United States dollar, which is
used as the functional currency of the Company.





Transactions
and balances originally denominated in dollars are presented at their original
amounts. Transactions and balances in other currencies are remeasured into
dollars in accordance with the principles set forth in Statement of Financial
Accounting Standards ("SFAS") No. 52 “Foreign Currency
Translation”.





All
exchange gains and losses from remeasurement of monetary balance sheet items
denominated in non-dollar currencies are reflected in the consolidated statement
of operations when they arise.





Amounts
in the financial statements representing the dollar equivalent of balances
denominated in other currencies do not necessarily represent their real or
economic value and such amounts may not necessarily be exchangeable for
dollars.





C.           Estimates
and assumptions





The
preparation of the consolidated financial statements in conformity with US GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and the
reported amounts of revenue and expenses during the reporting years. Such
estimates include the valuation and useful lives of property and equipment,
valuation of accounts receivable and the allowance for doubtful accounts,
inventories, allowance for product warranty, legal contingencies, assumptions
used in the calculations of income taxes, stock-based compensation and the fair
value of financial and equity instruments. These estimates and assumptions are
based on management’s best estimates and judgment based on experience,
historical data and other factors. Estimates and assumptions are periodically
reviewed by management and the effects of any material revisions are reflected
in the period that they are determined to be necessary. Actual results however,
may vary from these estimates. The current economic environment has increased
the degree of uncertainty inherent in those estimates and
assumptions.





D.           Principles
of consolidation





The
consolidated financial statements include the financial statements of the
Company and its subsidiaries. All intercompany transactions and balances have
been eliminated in consolidation.




F-10





Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes
to the Consolidated Financial Statements as of December 31, 2008





Note
2 - Significant Accounting Policies (cont'd)





E.           Cash
and cash equivalents





The
Company considers all highly liquid deposit instruments with an original
maturity of three months or less at the date of purchase to be cash
equivalents.





F.           Trade
receivables, net





Trade
receivables are recorded at cost, net of related allowance for doubtful accounts
receivable. Management considers current information and events regarding the
customers' ability to repay their obligations in estimating and establishing the
allowance for doubtful accounts receivable.





The
balance sheet allowance for doubtful accounts receivable for all of the reported
periods through December 31, 2008 is based on the Company’s assessment of the
collectibility of customer accounts. The Company regularly reviews the allowance
by considering factors such as historical experience, credit quality, the age of
the accounts receivable balances, and current economic conditions that may
affect a customer’s ability to pay.





G.           Inventories





Inventories
are stated at the lower of cost or market value. Cost is determined on a "moving
average" basis. Inventory write-downs are provided to cover technological
obsolescence, excess inventories and discontinued products.


Inventory
write-down is measured as the difference between the cost of the inventory and
market based upon assumptions about future demand, and is charged to the cost of
sales. At the point of the loss recognition, a new, lower-cost basis for that
inventory is established, and subsequent changes in facts and circumstances do
not result in the restoration or increase in that newly established cost
basis.





The
Company implements FASB Statement No. 151, Inventory Costs - an Amendment of ARB No. 43, Chapter
4(Statement 151).  Statement 151 clarifies the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted
material (spoilage) requiring that those items be recognized as current-period
charges. In addition, Statement 151 requires that allocation of fixed production
overheads be based on the normal capacity of the production
facilities.





H.           Assets
held for severance benefits





Assets
held for employee severance benefits represent contributions to severance pay
funds and cash surrender value of life insurance policies that are recorded at
their current redemption value.




F-11





Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes
to the Consolidated Financial Statements as of December 31, 2008





Note
2 - Significant Accounting Policies (cont'd)





I.           Property
and equipment





Property
and equipment are stated at cost less accumulated
depreciation.  Maintenance and repairs are charged to operations as
incurred.





Equipment
used for research and development (unless no alternative future use exists) and
demonstration equipment are capitalized at cost or, when applicable, at
production costs.





Depreciation
is calculated on the straight-line method over the estimated useful lives of the
assets.





Annual
rates of depreciation are as follows:





%Demonstration
      and rental equipment
                
                
                33Research
      and development equipment
                
                
                25
      – 50Manufacturing
      equipment
                
                
                15
      – 33Office
      furniture and equipment
                
                
                7 –
      33Leasehold
      improvements
                
                
                *





* At the
shorter of the lease period or useful life of the leasehold
improvement.





J.           Impairment
of long-lived assets





The
Company’s long-lived assets are reviewed for impairment in accordance with SFAS
No. 144 “Accounting for the Impairment or Disposal of Long- Lived Assets”,
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.  Recoverability of an asset to be
held and used is assessed by a comparison of the carrying amount of the asset to
the future undiscounted cash flows expected to be generated by the
asset.  If such asset is considered to be impaired, the impairment to
be recognized is measured by the amount by which the carrying amount of the
asset exceeds its fair value.  As of December 31, 2008, no impairment
losses were identified.





K.           Revenue
recognition





1.
            Revenue
      from product sales is recognized in accordance with Statement of Position
      ("SOP") 97-2,
      "Software Revenue Recognition", when the following criteria are
      met:  (1) persuasive evidence of an arrangement exists, (2)
      delivery has occurred, (3) the vendor's fee is fixed or determinable and
      (4) collectibility is probable. In instances where final acceptance of the
      product, system, or solution is specified by the customer, revenue is
      deferred until all acceptance criteria have been met. Amounts received
      from customers prior to product shipments are classified as advances from
      customers. When a sale involves multiple elements, such as sales of
      products that include services, the entire fee from the arrangement is
      allocated to each respective element based on its relative fair value and
      recognized when revenue recognition criteria for each element are met.
      Fair value for each element is established based on the sales price
      charged when the same element is sold
  separately.





F-12





Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes
to the Consolidated Financial Statements as of December 31, 2008





Note
2 - Significant Accounting Policies (cont'd)





K.           Revenue
recognition (cont’d)





2.
            With
      its products, the Company provides a one-year warranty, which includes bug
      fixing and a hardware warranty ("the Warranty"). The Company records an
      appropriate provision for Warranty in accordance with SFAS No. 5,
      "Accounting for Contingencies". After the Warranty period initially
      provided with the Company's products, the Company may sell extended
      warranty contracts, which includes bug fixing and a hardware warranty. In
      such cases, revenues attributable to the extended warranty are deferred at
      the time of the initial sale and recognized ratably over the extended
      contract warranty period.





3.
            Most
      of the Company's revenues are generated from sales to independent
      distributors. The Company has a standard contract with its distributors.
      Based on this contract, sales to distributors are final and distributors
      have no rights of return or price protection. The Company is not a party
      to the agreements between distributors and their
  customers.





4.
            The
      Company also generates sales through independent representatives. These
      representatives do not hold any of the Company's inventories, and they do
      not buy products from the Company. The Company invoices the end-user
      customers directly, collects payment directly and then pays commissions to
      the representative for the sales in its territory. The Company reports
      sales through independent representatives on a gross basis, based on the
      indicators of the Emerging Issues Task Force (“EITF”) No. 99-19,
      “Reporting Revenue Gross as a Principal versus Net as an
      Agent”.





L.           Research
and development costs





The
Company applies the provisions of SFAS No. 86, "Accounting for Costs of Computer
Software to be Sold, Leased or Otherwise Marketed".  Expenditures
incurred during the period between attaining technological feasibility and
general release of the associated product are deferred and amortized over the
estimated product life, however the expenditures incurred to date have been
immaterial and accordingly, such costs have been expensed in the period
incurred.





M.           Government
grants





The
Company receives royalty-bearing participation, which represents participation
of the Government of Israel (specifically, the Office of the Chief Scientist -
the "OCS") in approved programs for research and development. These amounts are
recognized on the accrual basis as a reduction of research and development costs
as such costs are incurred. Royalties to the OCS are recorded in cost of sales,
when the related sales are recognized.  See also Note
6A.


F-13





Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes
to the Consolidated Financial Statements as of December 31, 2008





Note
2 - Significant Accounting Policies (cont'd)





N.           Allowance
for product warranty





The
Company's policy is to grant a product warranty for a period of up to 12 months
on its products. The provision for warranties for all periods through December
31, 2008, is determined based upon the Company's past experience.





The
followings are the changes in the liability for product warranty from January 1,
2007 to December 31, 2008:





US$(in thousands)Balance
      at January 1, 2007
                  
                  
                  355Accrual
      for warranties issued during the year
                  
                  
                  193Reduction
      for payments and costs to satisfy claims
                  
                  
                  (328
                  )Balance
      at December 31, 2007
                  
                  
                  220Accrual
      for warranties issued during the year
                  
                  
                  108Reduction
      for payments and costs to satisfy claims
                  
                  
                  (192
                  )Balance
      at December 31, 2008
                  
                  
                  136





O.           Share-based
compensation





At
December 31, 2008, the Company has several employee compensation plans which are
described more fully in Note 7. Effective January 1, 2006, the Company has
adopted SFAS No. 123(R) “Share-Based Payment” (“SFAS No. 123(R)”), which
requires the measurement and recognition of compensation expense for all
share-based payment awards made to employees and directors based on estimated
fair values. SFAS No. 123(R) supersedes the Company’s previous accounting
under Accounting Principles Board Opinion No. 25, “Accounting for Stock
Issued to Employees” (“APB 25”) for periods beginning in fiscal 2006. In March
2005, the United States Securities and Exchange Commissions (the “SEC”) issued
Staff Accounting Bulletin No. 107 (“SAB 107”) which relates to SFAS No. 123(R).
The Company has applied the provisions of SAB 107 in its adoption of SFAS No.
123(R).  The Company adopted SFAS No. 123(R) using the modified
prospective transition method, which requires the application of the accounting
standard as of January 1, 2006. In accordance with the modified prospective
transition method, the Company’s consolidated financial statements for prior
periods have not been restated to reflect, and do not include, the impact of
SFAS No. 123(R). Share-based compensation expense recognized in the consolidated
statement of operations under SFAS No. 123(R) amounted to US$530 thousand,
US$564 thousand and US$558 thousand, for the years ended December 31, 2008, 2007
and 2006, respectively.





SFAS No.
123(R) requires companies to estimate the fair value of share-based payment
awards on the grant date using an option-pricing model. The value of the portion
of the award that is ultimately expected to vest is recognized as expense over
the requisite service periods in the Company’s consolidated statements of
operations. Prior to the adoption of SFAS No. 123(R), the Company accounted for
share-based awards to employees and directors using the intrinsic value method
in accordance with APB 25 as allowed under SFAS No. 123, “Accounting for
Stock-Based Compensation” (“SFAS No. 123”).


F-14





Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes
to the Consolidated Financial Statements as of December 31, 2008





Note
2 - Significant Accounting Policies (cont'd)





O.           Share-based
compensation (cont’d)





SFAS No.
123(R) requires forfeitures to be estimated at the time of grant in order to
estimate the amount of share-based awards that will ultimately vest. The
estimate is based on the Company’s historical rates of forfeiture as an
indication of future expectations. Share-based compensation expense recognized
in the Company’s consolidated statement of operations for fiscal years 2008,
2007 and 2006 includes (i) compensation expense for share-based payment awards
granted prior to, but not yet vested as of December 31, 2005, based on the
grant-date fair value estimated in accordance with the pro forma provisions of
SFAS No. 123 and (ii) compensation expense for the share-based payment awards
granted subsequent to December 31, 2005, based on the grant-date fair value
estimated in accordance with the provisions of SFAS No. 123(R).


Since
share-based compensation expense recognized in the consolidated statements of
operations for fiscal years 2008, 2007 and 2006 is based on awards ultimately
expected to vest, it has been reduced for estimated forfeitures.





P.           Deferred
income taxes





The
Company accounts for income taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes".  Deferred tax asset and liability account balances
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases, and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
the consolidated statement of operations in the period that includes the
enactment date.  The Company provides a valuation allowance to reduce
deferred tax assets to the extent it believes it is more likely than not that
such benefits will not be realized.





Q.           Income
tax uncertainties





Beginning
with the adoption of FASB Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes"(FIN 48)
as of January 1, 2007, the Company recognizes the effect of income tax positions
only if those positions are more likely than not of being sustained. Recognized
income tax positions are measured at the largest amount that is greater than 50%
likely of being realized. Changes in recognition or measurement are reflected in
the period in which the change in judgment occurs. Prior to the adoption of FIN
48, the Company recognized the effect of income tax positions only if such
positions were probable of being sustained. The Company accounts for interest
and penalties related to unrecognized tax benefits as a component of income tax
expense.


F-15





Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes
to the Consolidated Financial Statements as of December 31, 2008





Note
2 - Significant Accounting Policies (cont'd)





R.           Loss
per share





Basic and
diluted loss per ordinary share are presented in conformity with SFAS No. 128
"Earnings Per Share", for all years presented. Basic loss per ordinary share is
computed by the dividing net loss for each reporting period by the weighted
average number of ordinary shares outstanding during the period. Diluted loss
per ordinary share is computed by dividing net loss for each reporting period by
the weighted average number of ordinary shares outstanding during the period
plus any additional ordinary shares that would have been outstanding if
potentially dilutive securities had been exercised during the period, calculated
under the treasury stock method.


Due to
the net loss incurred in fiscal years 2008, 2007 and 2006, the diluted loss per
share was the same as basic, because any potentially dilutive securities would
have reduced the loss per share.


Certain
securities were not included in the computation of diluted loss per share since
they were anti-dilutive. The total number of shares related to the outstanding
options and warrants excluded from the calculation of diluted net loss per share
was 1,243,339 as of December 31, 2008 (as of December 31, 2007: 773,889, as of
December 31, 2006: 667,455).





S.           Recently
adopted accounting pronouncement





1.
            On
      January 1, 2008, the Company adopted the provisions of the Financial
      Accounting Standards Board (“FASB”) Statement No. 157, "Fair Value Measurements",for fair value measurements of financial assets and financial
      liabilities and for fair value measurements of nonfinancial items that are
      recognized or disclosed at fair value in the financial statements on a
      recurring basis (“Statement 157”). Statement 157 defines fair value as the
      price that would be received to sell an asset or paid to transfer a
      liability in an orderly transaction between market participants at the
      measurement date. Statement 157 also establishes a framework for measuring
      fair value and expands disclosures about fair value measurements. FASB
      Staff Position FAS 157-2, "Effective Date of FASB Statement No. 157",
      delays the effective date of Statement 157 until fiscal years beginning
      after November 15, 2008 for all nonfinancial assets and nonfinancial
      liabilities that are recognized or disclosed at fair value in the
      financial statements on a nonrecurring basis. Adopting Statement 157 on
      January 1, 2008 had no impact on the Company’s consolidated results of
      operations and financial position.




On
January 1, 2009, the Company will be required to apply the provisions of
Statement 157 to fair value measurements of nonfinancial assets and nonfinancial
liabilities that are recognized or disclosed at fair value in the financial
statements on a nonrecurring basis. The Company anticipates that the impact, if
any, of applying these provisions will be immaterial on its consolidated
financial position and results of operations.




In
October 2008, the FASB issued FASB Staff Position FAS 157-3, "Determining the
Fair Value of a Financial Asset When the Market for That Asset is Not Active",
which was effective immediately (“FSP FAS 157-3”). FSP FAS 157-3 clarifies the
application of Statement 157 in cases where the market for a financial
instrument is not active and provides an example to illustrate key
considerations in determining fair value in those circumstances. The
adoption of FSP FAS 157-3 did not have an impact on the Company’s consolidated
results of operations and financial position.


F-16





Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes
to the Consolidated Financial Statements as of December 31, 2008





Note
2 - Significant Accounting Policies (cont'd)





S.           Recently
adopted accounting pronouncement (cont’d)





2.
            In
      December 2007, the SEC staff issued Staff Accounting Bulletin No. 110
      (“SAB 110”), which, effective January 1, 2008, amends SAB 107,
      "Share-Based Payment". SAB 110 expresses the views of the SEC staff
      regarding the use of a “simplified” method in developing the expected life
      assumption in accordance with FASB Statement No. 123(R). The use of
      the “simplified” method, was scheduled to expire on December 31,
      2007. SAB 110 extends the use of the “simplified” method in certain
      situations. The SEC staff does not expect the “simplified” method to be
      used when sufficient information regarding exercise behavior, such as
      historical exercise data or exercise information from external sources,
      becomes available. The Company currently uses simplified estimates and
      expects to continue using such method until historical exercise data will
      provide useful information to develop expected life
      assumption.





T.           Recently
Issued Accounting Pronouncements - Not Yet Adopted





1.
            In
      December 2007, the FASB issued FASB Statement No. 141R, "Business
      Combinations" (“Statement 141R”) and FASB Statement No. 160,
      "Noncontrolling Interests in Consolidated Financial Statements– an
      amendment to ARB No. 51" (“Statement 160”). Statements 141R and 160
      require most identifiable assets, liabilities, noncontrolling interests,
      and goodwill acquired in a business combination to be recorded at “full
      fair value” and require noncontrolling interests (previously referred to
      as minority interests) to be reported as a component of equity, which
      changes the accounting for transactions with noncontrolling interest
      holders. Both Statements are effective for periods beginning on or after
      December 15, 2008, and earlier adoption is prohibited. Statement 141R will
      be applied to business combinations occurring after the effective date.
      Statement 160 will be applied prospectively to all noncontrolling
      interests, including any that arose before the effective date. The Company
      believes adopting Statement 141R and Statement 160 will have no impact on
      its consolidated results of operations and financial
    position.





2.
            In
      March 2008, the FASB issued FASB Statement No. 161, "Disclosures about
      Derivative Instruments and Hedging Activities – an amendment of FASB
      statement No.133" (“Statement 161”). Statement 161 is intended to improve
      financial reporting about derivative instruments and hedging activities by
      requiring enhanced disclosures to enable investors to better understand
      the effects of the derivative instruments on an entity’s financial
      position, financial performance, and cash flows. It is effective for
      financial statements issued for fiscal years and interim periods beginning
      on or after November 15, 2008. The adoption of Statement 161 is not
      expected to have a material effect on the Company’s future consolidated
      results of operations and financial
condition.





3.
            In
      June 2008, the FASB’s Emerging Issues Task Force reached a consensus on
      EITF Issue No. 07-5, "Determining Whether an Instrument (or Embedded
      Feature) Is Indexed to an Entity’s Own Stock". This EITF Issue provides
      guidance on the determination of whether such instruments are classified
      in equity or as a derivative instrument. The Company will adopt the
      provisions of EITF 07-5 on January 1, 2009. The impact of adopting EITF
      07-5 is discussed in Note 7A4.


F-17





Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes
to the Consolidated Financial Statements as of December 31, 2008





Note
2 - Significant Accounting Policies (cont'd)





T.           Recently
Issued Accounting Pronouncements - Not Yet Adopted (cont’d)





4.
            In
      May 2009, the FASB issued FASB Statement No. 165, "Subsequent Events",
      addressing accounting and disclosure requirements related to subsequent
      events (“Statement 165”). Statement 165 requires management to evaluate
      subsequent events through the date the financial statements are either
      issued or available to be issued, depending on the company’s expectation
      of whether it will widely distribute its financial statements to its
      shareholders and other financial statement users. Companies will be
      required to disclose the date through which subsequent events have been
      evaluated. Statement 165 is effective for interim or annual financial
      periods ending after June 15, 2009 and should be applied prospectively.
      The adoption of Statement 165 is not expected to have a material effect on
      the Company’s financial statements.





U.           Reclassification





Certain
prior year amounts have been reclassified to conform to the current year
presentation.





Note
3 - Property and Equipment, Net





A.           Composition
of assets, grouped by major classification, is as follows:





December
      312008
                
                
                2007US$
      thousands
                
                
                US$
      thousandsCostDemonstration
      and rental equipment
                
                
                2,067
                
                
                
                2,067Research
      and development equipment
                
                
                3,647
                
                
                
                3,697Manufacturing
      equipment
                
                
                1,156
                
                
                
                1,438Office
      furniture and equipment
                
                
                1,042
                
                
                
                1,051Leasehold
      improvements
                
                
                398
                
                
                
                3848,310
                
                
                
                8,637Accumulated
      depreciationDemonstration
      and rental equipment
                
                
                1,918
                
                
                
                1,889Research
      and development equipment
                
                
                3,215
                
                
                
                2,970Manufacturing
      equipment
                
                
                984
                
                
                
                1,151Office
      furniture and equipment
                
                
                939
                
                
                
                910Leasehold
      improvements
                
                
                265
                
                
                
                2577,321
                
                
                
                7,177989
                
                
                
                1,460





B.
            Depreciation
      expenses amounted to US$610 thousand, US$687 thousand and US$603 thousand
      for the years ended December 31, 2008, 2007 and 2006,
      respectively.


F-18





Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes
to the Consolidated Financial Statements as of December 31, 2008





Note
4 - Liability for Employees’ Severance Pay Benefits





The
Company's liability for severance pay for its Israeli employees is calculated
pursuant to Israeli severance pay law based on the most recent salary of the
employees multiplied by the number of years of employment as of the balance
sheet date. After completing one full year of employment, the Company's Israeli
employees are entitled to one month's salary for each year of employment or a
portion thereof. The Company's liability is partially provided by monthly
deposits with severance pay funds, insurance policies and by an accrual. The
liability for employee severance pay benefits included in the balance sheet
represents the total liability for such severance benefits, while the assets
held for severance benefits included in the balance sheet represent the current
redemption value of the Company's contributions made to severance pay funds and
to insurance policies.





The
Company may make withdrawals from the funds only upon complying with the Israeli
severance pay law or labor agreements.  Severance pay expenses for the
years ended December 31, 2008, 2007 and 2006 amounted to US$704 thousand, US$766
thousand and US$725 thousand, respectively.





Note
5 - Long-term Venture Loan





On April
1, 2008, the Company closed a US$2.5 million venture loan from Plenus, an
Israeli venture-lending firm. The loan is for a period of three years, and bears
interest at the rate of 10% per annum, paid quarterly commencing April 2008. In
April 2009, the Company paid US$500 thousand of the principal of the loan.
Following this payment the remaining balance of the loan is repayable in monthly
installments of approximately US$83 thousand commencing May 2009 through April
2011. As part of the loan agreement, the Company granted Plenus a fixed charge
over its intellectual property assets and a floating charge over its assets, the
US subsidiary granted Plenus a security interest over its assets,
and  the Company’s subsidiaries provided Plenus with guaranties with
respect to the loan (see Note 6E). The agreement also limits the Company’s
ability to assume additional debt or perform certain transactions without the
consent of Plenus.





The loan
agreement includes financial covenants which relate to the level of revenues,
operating income and cash balances of the Company. Under these covenants, there
is a minimum cash balance requirement. As long as the Company’s available cash
is equal to or greater than twice the outstanding loan balance, the company
shall not be required to comply with any additional financial covenants,
otherwise the company will need to comply with two financial covenants according
to which: (1) the Company’s revenues or bookings commencing from the date of
receiving the loan need to be at least US$2.5 million per quarter (US$3 million
commencing Q1 2009), and (2) the Company’s operating loss per quarter may not
exceed US$1 million. Notwithstanding the foregoing, it shall not be deemed to be
in breach of this operating loss financial covenant if during any of the
quarters its operating loss exceeds US$1 million, if the Company’s cumulative
operating losses during such quarter and the immediately preceding and
immediately ensuing financial quarter are less than US$3 million in the
aggregate. As of December 31, 2008, the Company was not in breach of the
applicable financial covenants. In May 2009, following the repayment of US$500
thousand of the loan principal amount, as mentioned above, Plenus granted to the
Company a waiver with respect to any claims of default under the financial
covenants as of March 31, 2009. While the Company believes that it will comply
with the financial covenants, there is no assurance that it actually will be
able to comply with them during any applicable financial quarter subsequent to
the first quarter of 2009.





In
addition, the Company granted Plenus a warrant (see Note 7A4) to purchase up to
175,781 ordinary shares with an exercise price of US$2.56 per share for a total
amount of US$450 thousand. The warrant is exercisable for a period of five
years.


F-19


Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes to the
      Consolidated Financial Statements as of December 31,
      2008





Note
5 - Long-term Venture Loan (cont’d)





The
Company accounted for the transaction in accordance with APB 14, “Accounting for
Convertible debt and debt issued with stock purchase warrants”. As such, the
proceeds from the issuance of the loan with detachable share purchase warrants
were allocated between the two instruments based on relative fair values. In
accordance with EITF 00-19 "Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company’s Own Stock”, the warrants met
the criteria for equity classification and are presented in the balance sheet in
equity (see also Note 7A4). In addition, the Company incurred costs of US$78
thousand paid to third parties in connection with the loan. The issuance costs
are amortized over the term of the loan using the effective interest
method.





Note
6 - Commitments and Contingencies





A.           Royalty
commitments





1.
            The
      Company receives research and development grants from the OCS. In
      consideration for the research and development grants received from the
      OCS, the Company has undertaken to pay royalties as a percentage on
      revenues from products developed from research and development projects
      financed. Royalty rates were 3.5% in 2004 and subsequent years. If the
      Company will not generate sales of products developed with funds provided
      by the OCS, the Company is not obligated to pay royalties or repay the
      grants.





Royalties
are payable from the time of commencement of sales of all of these products
until the cumulative amount of the royalties paid equals 100% of the
dollar-linked amounts of the grants received, without interest for projects
authorized until December 31, 1998. For projects authorized since January 1,
1999, the repayment bears interest at the LIBOR rate.





The total
research and development grants that the Company has received from the OCS as of
December 31, 2008 were US$29.1 million. The accumulated interest as of December
31, 2008 was US$4 million. As of December 31, 2008, the accumulated royalties
paid to the OCS were US$7.7 million. Accordingly, the Company's total commitment
with respect to royalty-bearing participation received or accrued, net of
royalties paid or accrued, amounted to approximately US$25.4 million as of
December 31, 2008.





Royalties
expenses relating to the OCS grants included in cost of sales for the years
ended December 31, 2008, 2007 and 2006 were US$533 thousand, US$412 thousand and
US$807 thousand, respectively.





2.
            According
      to the Company's agreements with the Israel - US Bi-National Industrial
      Research and Development Foundation ("BIRD-F"), the Company is required to
      pay royalties at a rate of 5% of sales of products developed with funds
      provided by the BIRD-F, up to an amount equal to 150% of BIRD-F's grant
      (linked to the United States Consumer Price Index) relating to such
      products. The last funds from the BIRD-F were received in 1996. In the
      event the Company does not generate sales of products developed with funds
      provided by BIRD-F, the Company is not obligated to pay royalties or repay
      the grants.


F-20


Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes to the Consolidated Financial Statements as
      of December 31, 2008





Note
6 - Commitments and Contingencies





A.           Royalty
commitments





2.           (cont’d)





The total
research and development funds that the Company has received from the BIRD-F as
of December 31, 2008, were US$340 thousand.  Accordingly, as of
December 31, 2008, the Company is required to pay royalties up to an amount of
US$510 thousand, plus linkage to the United States Consumer Price Index in the
amount of US$109 thousand, or a total of US$619 thousand. As of December 31,
2008, the accumulated royalties paid to the BIRD-F were US$296 thousand.
Accordingly, the Company's total commitment with respect to royalty-bearing
participation received or accrued, net of royalties paid or accrued, amounted to
approximately US$323 thousand as of December 31, 2008.





Royalties
expenses relating to the BIRD-F grants included in cost of sales for the years
ended December 31, 2008, 2007 and 2006 were less than US$1 thousand for each of
these years.





B.           Operating
leases





1.
            Premises
      occupied by the Company and the US Subsidiary are rented under various
      rental agreements part of which are with related parties (see Note 10)
      .





The
rental agreements for the premises in Tel Aviv, Israel, Beijing, China and New
Jersey, United States, expire up to January 15, 2011. Minimum future gross
rental and maintenance payments due under the above agreements, at exchange
rates in effect on December 31, 2008, were as follows:





Year ended December 31
                      
                      US$ thousands2009
                      
                      
                      6572010
                      
                      
                      1172011
                      
                      
                      5





Rental
and maintenance expenses (net of sublease income from premises under sublease
agreements) amounted to US$753 thousand, US$740 thousand and US$684 thousand,
for the years ended December 31, 2008, 2007 and 2006, respectively.





2.
            The
      Company leases motor vehicles under operating leases.  The
      leases typically run for an initial period of three years with an option
      to renew the leases after that
date.





As of
December 31, 2008, non-cancelable operating rentals for motor vehicles were
payable as follows:





Year ended December 31
                        
                        US$ thousands2009
                        
                        
                        3132010
                        
                        
                        2342011
                        
                        
                        1712012
                        
                        
                        96





During
2008, 2007 and 2006, an amount of US$511 thousand, US$565 thousand and US$554
thousand, respectively, was recognized as an expense in the consolidated
statement of operations in respect of operating leases for motor
vehicles.


F-21


Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes to the Consolidated Financial Statements as
      of December 31, 2008





Note
6 - Commitments and Contingencies (cont’d)





C.           Legal
proceedings





In
November 2005, the Company was served with a claim by Qualitest Ltd.
(“Qualitest”), an Israeli company that was formerly a nonexclusive distributor
for the Company's products in Israel, for the total sum of approximately US$623
thousand. Qualitest claimed that the Company breached an exclusive distribution
agreement.  In December 2005, the Company filed a statement of defense
against the claim asserting that an exclusive distribution agreement was never
signed between the parties, and included a counterclaim in the amount of
approximately US$131 thousand for unpaid invoices. The claims have been brought
before an arbitrator. In June 2006, Qualitest paid the Company US$69 thousand in
accordance with a partial verdict of the arbitrator. In June 2007, Qualitest
paid the Company US$18 thousand and by that and the partial verdict, settled the
Company’s counterclaim. In July 2007, the arbitrator accepted Qualitest's claim
against the Company and instructed the Company to pay US$310 thousand to
Qualitest, in addition to US$31 thousand as expenses to Qualitest. The
Company has included in its 2007 financial statements an expense for the full
amount in "Sales and marketing expenses". In August 2007, the Company filed a
request with the District Court in Tel Aviv to annul the arbitration award. In
June 2008, the District Court denied the Company’s request and the Company paid
to Qualitest the required amounts.





D.
            Bank
      guarantee





The
Company has granted a bank performance guarantee in favor of one of its
customers in the amount of US$ 335 thousand. The guarantee will expire on
December 31, 2009.





E.           Guarantees
and charges - Plenus





As part
of the long-term venture loan agreement (see Note 5), the Company granted a
fixed charge over its intellectual property asset and a floating charge over its
assets, the US subsidiary granted Plenus a security interest over its assets,
and the Company’s subsidiaries provided Plenus with guarantees with respect to
the loan.





Note
7 - Shareholders' Equity





A.           Share
capital





1.           The
Company’s share capital is comprised of the following:





December 31, 2008Authorized
                          
                          
                          Issued
                          
                          
                          OutstandingNumber of sharesOrdinary
      Shares of NIS 0.20 par value (i)
                          
                          
                          9,997,670
                          
                          
                          
                          *5,081,426
                          
                          
                          
                          *5,081,426





December 31, 2007Authorized
                          
                          
                          Issued
                          
                          
                          OutstandingNumber of sharesOrdinary
      Shares of NIS 0.20 par value (i)
                          
                          
                          9,997,670
                          
                          
                          
                          * 4,091,222
                          
                          
                          
                          *
      4,091,222





*
              This
      number does not include 5,189 Ordinary Shares, which are held by a
      subsidiary, and 30,843 Ordinary Shares which are held by the Company (see
      i (b) below).


F-22


Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes to the Consolidated Financial Statements as
      of December 31, 2008





Note
7 - Shareholders' Equity (cont’d)





A.           Share
capital (cont’d)





1.           The
Company’s share capital is comprised of the following (cont’d):





(i)
            (a)
            Ordinary
      Shares confer all rights to their holders, e.g. voting, equity and receipt
      of dividend.





(b)
            In
      March and April 2001, the Company purchased 30,843 shares of the Company's
      Ordinary Shares in the over-the-counter market.  This purchase
      was approved by the Tel Aviv-Jaffa District
  Court.





2.
            On
      March 29, 2004, the Company closed a private placement transaction (the
      "PIPE 2004").  Under the PIPE investment, the Company issued
      962,885 of the Company's Ordinary Shares to investors (investors in the
      PIPE 2004 included certain existing shareholders of the Company) at an
      aggregate purchase price of US$5,500 thousand or US$5.712 per Ordinary
      Share. The Company also issued to the investors warrants to purchase up to
      240,722 Ordinary Shares at an exercise price of US$9.012 per
      share.  The warrants were exercisable for two years from the
      closing of the PIPE. 238,533 of the warrants were exercised during 2005
      and 2006 and the remaining 2,189 warrants expired during
    2006.





3.
            On
      February 3, 2008, the Company closed a private placement transaction (the
      "PIPE 2008"). Under the PIPE investment, the Company issued 976,563
      ordinary shares to investors (investors in the PIPE 2008 included certain
      existing shareholders and directors of the Company) at an aggregate
      purchase price of US$2,500 thousand or US$2.56 per Ordinary Share. The
      Company also issued to the investors warrants to purchase one ordinary
      share for every three ordinary shares purchased by each investor in the
      PIPE 2008 (up to 325,520 shares) for an exercise price of US$3.20 per
      ordinary share. The warrants are exercisable for three years from the
      closing of the PIPE 2008. As at December 31, 2008, no warrants were
      exercised.





4.
            On
      April 1, 2008, in connection with the venture loan (see Note 5), the
      Company granted Plenus a warrant to purchase up to 175,781 ordinary shares
      with an exercise price of US$2.56 per ordinary share for a total amount of
      US$450 thousand. The warrant is exercisable for a period of five years.
      The Company also granted Plenus registration rights in respect of the
      shares underlying the warrant. In August 2008, the Company filed a
      registration statement with the SEC. The loan agreement stipulates certain
      conditions for the Company to maintain the effectiveness of the
      registration statement.





The
exercise price (and consequently the number of shares to be issued) is subject
to certain adjustments should the Company issue additional shares or convertible
securities of the Company at an effective price per share which is lower that
the exercise price (“the Down-Round Protection”). Other adjustments to the
exercise price include M&A transactions, payment or distribution of certain
dividends, subdivision or combination of outstanding shares. As of December 31,
2008, the warrant was not exercised.


F-23


Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes to the Consolidated Financial Statements as
      of December 31, 2008





Note
7 - Shareholders' Equity (cont’d)





A.           Share
capital (cont’d)





4.           (cont’d)





As a
result of the adoption of EITF 07-5 effective January 1, 2009 and due to the
Down Round Protection of the warrant as described above, the warrant is to be
separately accounted for as a derivative under SFAS 133 and will no longer be
recorded in equity, but rather a liability.





EITF 07-5
will be initially applied by recording a cumulative-effect adjustment to opening
retained earnings as of January 1, 2009, for the effect of accounting for the
warrant as a liability.





On
January 1, 2009, the Company will record a cumulative effect of change in
accounting principle as reflected in the following table:




Effect
      ofDecember
      31
            
            
            Adoption
      of
            
            
            January
      12008
            
            
            EITF
      07-5
            
            
            2009US$
      thousands
            
            
            US$
      thousands
            
            
            US$
      thousandsAdditional
      paid-in capital
            
            
            51,474
            
            
            
            (266
            )(1)
            
            
            51,208Accumulated
      deficit
            
            
            (46,665
            )
            
            
            233
            (2)
            
            
            (46,432
            )Long-term
      liability – Plenus warrant
            
            
            -
            
            
            
            33
            (3)
            
            
            33-


(1)
            Reflects
      the fair value of the warrant based on B&S model, as of April 1, 2008,
      the loan agreement closing date.


(2)
            Reflects
      the cumulative change in the fair value of the warrant between April 1,
      2008 and December 31, 2008.


(3)
            Reflects
      the fair value of the warrant based on B&S model, as of December 31,
      2008.





At each
reporting date subsequent to January 1, 2009, the warrant will be revalued and
any changes in its fair value will be included in the consolidated statement of
operations.





5.
            On
      May 6, 2008, the Company’s shareholders approved a one-to-four reverse
      share split. The purpose of the reverse share split was to enable the
      Company to continue to comply with the minimum $1.00 bid price of the
      Nasdaq Capital Market. The reverse share split became effective on June
      16, 2008. Immediately after the reverse share split, the total number of
      ordinary shares was reduced from 20,303,638 to 5,076,174. Share and per
      share amounts for all periods herein have been restated in order to
      reflect the impact of such reverse share
split.


F-24


Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes to the Consolidated Financial Statements as
      of December 31,
2008





Note
7 - Shareholders' Equity (cont’d)





B.           Share
option plans





1.           The
Company has granted options under option plans as follows:





a.           The Radcom Ltd. 1998 Share
Option Plan (the “Radcom 3(9) Plan”)





Under
this plan, the Company grants options to purchase Ordinary Shares. The plan is
made pursuant to the provisions of section 3(9) of the Israeli Income Tax
Ordinance.





b.
            The Radcom Ltd. 1998
      Employees Bonus Plan (the "Radcom Bonus
  Plan")





Under
this plan, the Company grants option to purchase Ordinary Shares. The options
allotted under the plan are deposited with a trustee. Exercise of the options
and sale of the shares issued as a result of the exercise can be implemented
only through the trustee.





If on the
final exercise date the market price of the Ordinary Shares is lower than 115%
of the exercise price the options will lapse, will not be exercisable and will
be cancelled.





Gains
from the sale of the shares are taxed in accordance with Section 102 of the
Income Tax Ordinance (New Version) - 1961, its related regulations and
arrangements with Tax Authorities.





c.
            The Radcom Ltd.
      International Employee Stock Option Plan (the "International
      Plan")





The plan
grants options to purchase Ordinary Shares for the purpose of providing
incentives to officers, directors, employees and consultants of its non-Israeli
subsidiaries.





d.           The 2000 Share Option
Plan





The 2000
Share Option Plan (the "2000 Share Option Plan") grants options to purchase
Ordinary Shares.  These options are granted pursuant to the 2000 Share
Option Plan for the purpose of providing incentives to employees, directors,
consultants and contractors of the Company. These options are granted pursuant
to Section 3(9) of the Income Tax Ordinance (New Version) - 1961.





e.           The 2001 Share Option
Plan





The 2001
Share Option Plan (the "2001 Share Option Plan") grants options to purchase
Ordinary Shares. These options are granted pursuant to the 2001 Share Option
Plan for the purpose of providing incentives to employees, directors,
consultants and contractors of the Company.  These options are granted
pursuant to Section 3(9) of the Income Tax Ordinance (New Version) -
1961.


F-25


Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes to the Consolidated Financial Statements as
      of December 31, 2008





Note
7 - Shareholders' Equity (cont'd)





B.           Share
option plans (cont'd)





1.           The
Company has granted options under option plans as follows (cont'd):





f.
            The 2003 Share Option
      Plan





The 2003
Share Option Plan (the "2003 Share Option Plan") grants options to purchase
Ordinary Shares.  These options are granted pursuant to the 2003 Share
Option Plan for the purpose of providing incentives to employees, directors,
consultants and contractors of the Company.





In
accordance with Section 102 of the Income Tax Ordinance (New Version) - 1961,
the Company’s Board of Directors (the “Board”) elected the "Capital Gains
Route".





2.
            Grants
      in 2008, 2007 and 2006 were at exercise prices that reflect the market
      value of the Ordinary Shares at the date of
  grant.





3.
            Following
      is the stock option data as of December 31, 2008 and 2007, the Radcom 3(9)
      Plan, the International Plan, the 2000 Share Option Plan, the 2001 Share
      Option Plan and the 2003 Share Option
Plan:




December 31, 2008Expiration
      (fromVested
                
                
                Unvested
                
                
                Exercise price
                
                
                Vesting period
                
                
                resolution date)No. of options
                
                
                US$
                
                
                Years
                
                
                YearsRadcom
      3(9) Plan
                
                
                28,750
                
                
                
                -
                
                
                
                12.5-23
                
                
                
                3-6
                
                
                
                10International
      Plan
                
                
                57,114
                
                
                
                29,402
                
                
                
                0.00
      – 11.88
                
                
                
                3
      - 4
                
                
                
                7
      - 102000
      Share Option Plan
                
                
                49,714
                
                
                
                -
                
                
                
                0.00
      – 24.5
                
                
                
                3
                
                
                
                102001
      Share Option Plan
                
                
                37,688
                
                
                
                -
                
                
                
                5.796
      – 7.36
                
                
                
                3
      - 4
                
                
                
                102003
      Share Option Plan
                
                
                235,772
                
                
                
                303,598
                
                
                
                0.91-18.28
                
                
                
                2
      - 4
                
                
                
                7
      - 10409,038
                
                
                
                333,000


December 31, 2007Expiration
      (fromVested
                              
                              
                              Unvested
                              
                              
                              Exercise price
                              
                              
                              Vesting period
                              
                              
                              resolution date)No. of options
                              
                              
                              US$
                              
                              
                              Years
                              
                              
                              YearsRadcom
      3(9) Plan
                              
                              
                              86,250
                              
                              
                              
                              -
                              
                              
                              
                              9.5
      – 23
                              
                              
                              
                              3 -
      6
                              
                              
                              
                              10International
      Plan
                              
                              
                              55,809
                              
                              
                              
                              39,013
                              
                              
                              
                              0.00
      – 11.88
                              
                              
                              
                              3 -
      4
                              
                              
                              
                              7 -
      102000
      Share Option Plan
                              
                              
                              55,784
                              
                              
                              
                              -
                              
                              
                              
                              0.00
      – 24.5
                              
                              
                              
                              3
                              
                              
                              
                              102001
      Share Option Plan
                              
                              
                              47,937
                              
                              
                              
                              -
                              
                              
                              
                              5.796
      – 7.36
                              
                              
                              
                              3 -
      4
                              
                              
                              
                              102003
      Share Option Plan
                              
                              
                              190,922
                              
                              
                              
                              298,174
                              
                              
                              
                              3.96
      – 18.28
                              
                              
                              
                              2 -
      4
                              
                              
                              
                              7 -
      10436,702
                              
                              
                              
                              337,187


F-26


Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes to the Consolidated Financial Statements as
      of December 31, 2008





Note
7 - Shareholders' Equity (cont'd)





B.           Share
option plans (cont'd)





4.
            Stock
      options under the Radcom 3(9) Plan, the International Plan, the 2000 Share
      Option Plan, the 2001 Share Option Plan and the 2003 Share Option Plan are
      as follows for the periods
indicated:




WeightedaverageNumber
      of
              
              
              exerciseoptions
              
              
              priceUS$Options
      outstanding as at January 1, 2006
              
              
              778,029
              
              
              
              9.064Granted
              
              
              79,549
              
              
              
              10.792Exercised
              
              
              (161,981
              )
              
              
              6.012Expired
              
              
              (4,234
              )
              
              
              35.768Forfeited
              
              
              (23,908
              )
              
              
              8.416Options
      outstanding as at December 31, 2006
              
              
              667,455
              
              
              
              9.864Granted
              
              
              248,515
              
              
              
              5.50Exercised
              
              
              (33,153
              )
              
              
              6.736Expired
              
              
              (58,606
              )
              
              
              16.952Forfeited
              
              
              (50,322
              )
              
              
              8.22Options
      outstanding as at December 31, 2007
              
              
              773,889
              
              
              
              8.169Granted
              
              
              175,377
              
              
              
              2.734Exercised
              
              
              (13,641
              )
              
              
              -Expired
              
              
              (35,000
              )
              
              
              9.5Forfeited
              
              
              (158,587
              )
              
              
              10.715Options
      outstanding as at December 31, 2008
              
              
              742,038
              
              
              
              6.948
  Weighted
                
                
                Weightedaverage
                
                
                average
                
                
                AggregateNumber
      of
                
                
                exercise
                
                
                remaining
                
                
                intrinsicoptions
                
                
                price
                
                
                contractual life
                
                
                valueUS$
                
                
                In years
                
                
                US$ thousandsVested
      and expected to vestat
      December 31, 2008
                
                
                679,261
                
                
                
                7.59
                
                
                
                5.675
                
                
                
                4.4




(1)
            At
      December 31, 2008, 2007 and 2006, the number of options exercisable was
      409,038, 436,702 and 444,691 respectively, and the total number of
      authorized options was 884,343, 897,930 and 788,081,
      respectively.





(2)
            The
      aggregate intrinsic value of options exercised during 2008, 2007 and 2006
      was approximately US$8 thousand, US$147 thousand and US$1,631 thousand,
      respectively.





F-27


Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes to the Consolidated Financial Statements as
      of December 31, 2008





Note
7 - Shareholders' Equity (cont'd)





B.           Share
option plans (cont'd)





5.
            Stock
      options under the Radcom 3(9) Plan, the Radcom Bonus Plan, the
      International Plan, the 2000 Share Option Plan, the 2001 Share Option Plan
      and the 2003 Share Option Plan are as follows for the periods indicated:
      (cont’d)





Options
      outstanding at December 31, 2008
                
                
                Options
      exercisable at December 31, 2008Weighted
                
                
                
                
                
                
                
                
                WeightedWeighted
                
                
                average
                
                
                
                
                
                Weighted
                
                
                averageExercise
      price
                
                Number
                
                
                average
                
                
                Remaining
                
                
                Number
                
                
                average
                
                
                Remaining(US$
      per share)
                
                outstanding
                
                
                Exercise
      price
                
                
                Contractual
      life
                
                
                outstanding
                
                
                Exercise
      price
                
                
                Contractual
      life(in
      US$)
                
                
                (in
      years)
                
                
                
                
                
                (in
      US$)
                
                
                (in
      years)0.00
                
                
                10,932
                
                
                
                -
                
                
                
                1.555
                
                
                
                10,932
                
                
                
                -
                
                
                
                1.5550.91-6.32
                
                
                419,187
                
                
                
                4.219
                
                
                
                5.457
                
                
                
                133,170
                
                
                
                5.00
                
                
                
                4.4997-9.8
                
                
                219,424
                
                
                
                8.151
                
                
                
                5.682
                
                
                
                191,393
                
                
                
                8.129
                
                
                
                5.46610.52-12.252
                
                
                43,994
                
                
                
                11.469
                
                
                
                4.173
                
                
                
                29,851
                
                
                
                11.493
                
                
                
                3.54316.72
      – 24.5
                
                
                48,501
                
                
                
                22.549
                
                
                
                2.467
                
                
                
                43,692
                
                
                
                23.086
                
                
                
                1.956742,038
                
                
                
                
                
                
                
                
                
                
                
                409,038





The
aggregate intrinsic value of options exercisable at December 31, 2008 was
approximately US$ 4.4 thousand.





6.
            The
      weighted average fair values of options granted during the years ended
      December 31, 2008, 2007 and 2006
were:





For exercise price (in US$) on the grant date
      that:Equals
      market price of the underlying share
                        
                        
                        Less
      than market price of the underlying shareYear ended December 31
                        
                        
                        Year ended December 312008
                        
                        
                        2007
                        
                        
                        2006
                        
                        
                        2008
                        
                        
                        2007
                        
                        
                        2006Weighted
      average exercise prices
                        
                        
                        2.734
                        
                        
                        
                        5.508
                        
                        
                        
                        10.792
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Weighted
      average fair values on grant date
                        
                        
                        1.715
                        
                        
                        
                        3.596
                        
                        
                        
                        7.66
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -





7.
            The
      following table summarizes the departmental allocation of the Company’s
      share-based compensation charge:




Year ended December 31,2008
                
                
                2007
                
                
                2006US$
      (in thousands)Cost
      of sales
                
                
                18
                
                
                
                18
                
                
                
                14Research
      and development
                
                
                114
                
                
                
                123
                
                
                
                113Selling
      and marketing
                
                
                177
                
                
                
                203
                
                
                
                193General
      and administrative
                
                
                221
                
                
                
                220
                
                
                
                238530
                
                
                
                564
                
                
                
                558




F-28


Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes to the Consolidated Financial Statements as
      of December 31, 2008





Note
7 - Shareholders' Equity (cont'd)





C.           Share-based
compensation





The
unamortized balance of the compensation expenses according to SFAS No. 123 (R)
in respect of these stock options amounted to US$416 thousand as of December 31,
2008, of which US$267 thousand will be amortized in the year ended December 31,
2009 and US$149 thousand will be amortized in accordance with the vesting period
of the options by the end of fiscal 2012.





The
Company adopted SFAS No. 123 (R) using the modified prospective transition
method, which requires the application of the accounting standard as of January
1, 2006. The Company’s consolidated financial statements as of and for the years
ended December 31, 2008, 2007 and 2006 reflect the impact of SFAS No. 123
(R). In accordance with the modified prospective transition method, the
Company’s consolidated financial statements for prior periods have not been
restated to reflect, and do not include, the impact of SFAS No. 123
(R).  Share-based compensation expense recognized under SFAS No. 123
(R) for fiscal 2008 and 2007 were US$530 and US$564 thousand, respectively (see
Note 2O).





The fair
value of stock-based compensation awards granted were estimated using the
Black-Scholes option pricing model with the following assumptions:





1.           The
current price of the stock on the grant date is the market value of such
date;





2.           The
dividend yield is zero percent for all relevant years;





3.
            Risk
      free interest rates are as follows:




%Year
      ended December 31, 2006
                  
                  
                  
                  4.5 – 5.0Year
      ended December 31, 2007
                  
                  
                  
                  3.9 – 4.9Year
      ended December 31, 2008
                  
                  
                  
                  2.4 – 3.5





4.
            Each
      option granted has an expected life of 4 - 5.5 years (as of the date of
      grant); and





5.
            Expected
      annual volatility is 71% - 79%, 73% - 85% and 74% - 100% for the years
      ended December 31, 2008, 2007 and 2006, respectively. This is a measure of
      the amount by which a price has fluctuated or is expected to fluctuate.
      Actual historical changes in the market value of the Company’s stock were
      used to calculate the volatility assumption, as management believes that
      this is the best indicator of future
volatility.





Note
8 - Taxes on Income





A.
            Israel
      Tax Reform





On July
25, 2005, the Israeli Parliament passed the Law for the Amendment of the Income
Tax Ordinance (No. 147 and Temporary Order) – 2005 (“Amendment 147”). Amendment
147 provides for a gradual reduction in the company tax rate in the following
manner: in 2006 - 31%, in 2007 - 29%, in 2008 - 27%, in 2009 - 26% and from 2010
onward the tax rate will be 25%. Furthermore, beginning in 2010, upon Israel’s
reduction of the company tax rate to 25%, real capital gains will be subject to
a tax of 25%.




F-29




Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries





Notes
to the Consolidated Financial Statements as of December 31, 2008




Note
8 - Taxes on Income (cont'd)





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





1.
            The
      Law for the Encouragement of Capital Investments, 1959, (“the Law”),
      provides that a capital investment in eligible facilities may, upon
      application to the Investment Center of the Ministry of Industry and
      Commerce 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). Taxable income of a company
derived from an Approved Enterprise is subject to corporate tax at the maximum
rate of 25% (rather than the regular corporate tax rates) for a period of seven
years commencing with the year in which the Approved Enterprise first generated
taxable income (the “Benefit Period”). The Benefit Period is limited to 12 years
from commencement of production or 14 years from the year of receipt of
approval, whichever is earlier and, under certain circumstances, may be extended
to a maximum of ten years from the commencement of the Benefit Period. Tax
benefits under the Law shall also apply to income generated by a company from
the grant of a usage right with respect to know-how developed by the Approved
Enterprise, income generated from royalties, and income derived from a service
that is auxiliary to such usage right or royalties, provided that such income is
generated within the Approved Enterprise’s ordinary course of
business.





2.           Changes to the
Law





On March
30, 2005, the Israeli parliament approved a reform of the above Law. The primary
changes were as follows:





·
            Companies
      that meet the criteria of the Alternate Path of tax benefits will receive
      those benefits without prior approval. In addition, there will be no
      requirement to file reports with the Investment Center. Audit will take
      place via the Income Tax Authorities as part of the tax audits. Request
      for pre-ruling is possible.





·
            Tax
      benefits of the Alternate Path include lower tax rates or no tax depending
      on the area and the path chosen, lower tax rates on dividends and
      accelerated depreciation.





·
            In
      order to receive benefits in the Grant Path or the Alternate Path, the
      industrial enterprise must contribute to the economic independence of
      Israel’s economy in one of the following
ways:





1.
            Its
      primary activity is in the Biotechnology or Nanotechnology fields and,
      pre-approval is received from the head of research and development at the
      OCS;





2.
            Its
      revenue from a specific country is not greater than 75% of its total
      revenues that year; or





3.
            25%
      or more of its revenues is derived from a specific foreign market of at
      least 12 million residents.


F-30





Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries


Notes
to the Consolidated Financial Statements as of December 31, 2008
  Note
8 - Taxes on Income (cont’d)




B.
            Tax
      benefits under the Israeli Law for the Encouragement of Capital
      Investments, 1959 (cont’d)





2.           Changes to the Law
(cont’d)





·
            Upon
      the establishment of an enterprise, an investment of at least NIS 300
      thousand in production machinery and equipment within three years is
      required.





·
            For
      an expansion, a company is required to invest within three years in the
      higher of (i) NIS 300 thousand in production machinery and equipment and
      (ii) a certain percentage of its existing production machinery and
      equipment.





Entitlement
to the benefits of the Company’s “Approved Enterprise” is dependent upon the
Company fulfilling the conditions stipulated by the Law and the regulations
published thereunder, as well as the criteria set forth in the approval for the
specific investment in the Company’s “Approved Enterprise”.





In the
event of failure to comply with these conditions, the tax benefits may be
cancelled, and the Company may be required to refund the amount of the cancelled
benefits, with the addition of linkage differences and interest. See Note 8B.3.
below.





3.           Programs





In 1994,
the Company’s investment program in its Tel Aviv facility was approved as an
Approved Enterprise under the Law.  The Company elected the
Alternative Path of tax benefits in respect thereof. The Company’s program for
expansion of its Approved Enterprise to Jerusalem was submitted to the
Investment Center for approval in October 1994 and the approval thereof was
received in February 1995. In December 1996, the Company’s request for
a second expansion of its Approved Enterprise in Jerusalem was approved by the
Investment Center. The period of benefits remaining under such approvalsexpired in
2006.





In
December 2005, based on the changes to the Law, the Company notified the Israeli
Income Tax Authorities that the Company chose the 2004 fiscal year as the
elected year for an additional expansion of its Approved
Enterprise.





The
Company has not utilized any benefits with respect to these
programs.





4.           Accelerated
depreciation





The
Company is entitled to claim accelerated depreciation for a period of five years
in respect of property and equipment relating to its Approved Enterprise. The
Company has not utilized this benefit.


F-31





Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries


Notes
to the Consolidated Financial Statements as of December 31, 2008


Note
8 - Taxes on Income (cont’d)





C.
            Measurement
      of results for tax purposes under the Israeli Inflationary Adjustments
      Law, 1985 (the "Inflationary Adjustments
Law")





Under the
Inflationary Adjustments Law, the Company's results for tax purposes are
measured in real terms, in accordance with the changes in the Israeli
CPI.





On
February 26, 2008, the Income Tax Law (Inflationary Adjustments) (Amendment No.
20) (Restriction of Period of Application) – 2008 (“the Amendment”) was passed
by the Knesset. According to the Amendment, the Inflationary Adjustments Law
will no longer be applicable subsequent to the 2007 tax year, except for the
transitional provisions whose objectives are to prevent distortion of the
taxation calculations.





In
addition, according to the Amendment, commencing with the 2008 tax year, the
adjustment of income for the effects of inflation for tax purposes will no
longer be calculated. Additionally, depreciation on protected assets and tax
loss carryforwards will no longer be linked to the CPI subsequent to the 2007
tax year, and the balances that have been linked to the CPI through the end of
the 2007 tax year will be used going forward.





D.           Tax
assessments





The
Company received final tax assessments for all years up to and including the tax
year ended December 31, 2004.





E.           Tax
loss carryforwards





The
Company's tax loss carryforwards were approximately US$38,500 thousand as of
December 31, 2008. Such losses can be carried forward indefinitely to offset any
future taxable income of the Company.





F.           US
Subsidiary





1.           The
US subsidiary is taxed under United States federal and state tax
rules.





2.
            The
      US subsidiary's tax loss carry forwards amounted to approximately
      US$11,063 thousand and US$6,621 thousand as of December 31, 2008 for
      federal and state tax purposes, respectively. Such losses are available to
      offset any future US taxable income of the US subsidiary and will expire
      in the years 2009 – 2026 for federal tax purpose and in the
      years 2009 – 2013 for state tax
  purpose.





3.
            The
      US subsidiary has not received final tax assessments since incorporation.
      In accordance with the tax laws, tax returns submitted up to and including
      the 2004 tax year can be regarded as
final.


F-32





Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries


Notes
to the Consolidated Financial Statements as of December 31, 2008


Note
8 - Taxes on Income (cont'd)


G.           Deferred
taxes





Deferred
taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and for tax
purposes. Significant components of the Company's deferred tax assets and
liabilities are as follows:





December 312008
                      
                      
                      2007US$ thousands
                      
                      
                      US$ thousandsDeferred
      tax assets:Tax
      loss carryforwards
                      
                      
                      13,782
                      
                      
                      
                      12,399Allowance
      for doubtful accounts
                      
                      
                      263
                      
                      
                      
                      143Severance
      pay
                      
                      
                      192
                      
                      
                      
                      190Vacation
      pay
                      
                      
                      272
                      
                      
                      
                      317Research
      and development
                      
                      
                      495
                      
                      
                      
                      615Employees’
      stock option compensation
                      
                      
                      4
                      
                      
                      
                      13Other
                      
                      
                      48
                      
                      
                      
                      615,056
                      
                      
                      
                      13,683Less:  valuation
      allowance
                      
                      
                      (15,056
                      )
                      
                      
                      (13,683
                      )Net
      deferred tax assets
                      
                      
                      -
                      
                      
                      
                      -





The
valuation allowance for deferred tax assets as of January 1, 2008, and 2007, was
US$13,683 thousand and US$10,203 thousand, respectively. The net change in the
total valuation allowance for each of the years ended December 31, 2008, 2007
and 2006, was an increase of US$1,373 thousand, US$3,480 thousand and a decrease
of US$329 thousand, respectively. In assessing the realizability of deferred tax
assets, management considers whether it is more likely than not that some or all
of the deferred tax assets will not be realized. The ultimate realization of
deferred tax assets depends on the generation of future taxable income during
the periods in which those temporary differences and tax loss carryforwards are
deductible. Management considers the projected taxable income and tax-planning
strategies in making this assessment.  In consideration of the
Company’s accumulated losses and the uncertainty of its ability to utilize its
deferred tax assets in the future, management believes that it is more likely
than not that the Company will not realize its deferred tax assets at December
31, 2008 and accordingly recorded a valuation allowance to fully offset all the
deferred tax assets.





The 2007
comparative amounts differ slightly from those originally reported by the
Company as they have been modified to correct immaterial errors.





H.           Reconciliation
of the theoretical tax expense (benefit) and the actual tax expense
(benefit)





The
components of income (loss) before taxes on income are as follows:





Year
      ended December 312008
                  
                  
                  2007
                  
                  
                  2006US$
      thousands
                  
                  
                  US$
      thousands
                  
                  
                  US$
      thousandsIsrael
                  
                  
                  (5,876
                  )
                  
                  
                  (8,694
                  )
                  
                  
                  285Non
      Israel
                  
                  
                  83
                  
                  
                  
                  111
                  
                  
                  
                  (339
                  )Loss
      before taxes on income
                  
                  
                  (5,793
                  )
                  
                  
                  (8,583
                  )
                  
                  
                  (54
                  )




F-33





Radcom
Ltd. (An Israeli Corporation)


and its
subsidiaries


Notes
to the Consolidated Financial Statements as of December 31, 2008


Note
8 - Taxes on Income (cont'd)


H.
            Reconciliation
      of the theoretical tax expense (benefit) and the actual tax expense
      (benefit) (cont’d)





A
reconciliation of the theoretical tax expense (benefit), assuming all income is
taxed at the Israeli statutory rates of 27% for the year ended December 31,
2008, 29% for the year ended December 31, 2007 and 31% for the year ended
December 31, 2006, and the actual tax expense, is as follows:





Year
      ended December 312008
                      
                      
                      2007
                      
                      
                      2006US$
      thousands
                      
                      
                      US$
      thousands
                      
                      
                      US$
      thousandsLoss
      before income taxes, as reported in the statements of
      operations
                      
                      
                      (5,793
                      )
                      
                      
                      (8,583
                      )
                      
                      
                      (54
                      )Theoretical
      tax expense (benefit)
                      
                      
                      (1,564
                      )
                      
                      
                      (2,489
                      )
                      
                      
                      (17
                      )Increase
      (decrease) in income taxes resulting from:Tax
      rate differential on non-Israeli subsidiaries
                      
                      
                      11
                      
                      
                      
                      (99
                      )
                      
                      
                      (40
                      )Non-deductible
      share-based compensation expenses
                      
                      
                      132
                      
                      
                      
                      173
                      
                      
                      
                      173Other
      non-deductible operating expenses
                      
                      
                      50
                      
                      
                      
                      73
                      
                      
                      
                      83Losses
      and timing differences for which no deferred taxes were
      recorded
                      
                      
                      1,340
                      
                      
                      
                      2,966
                      
                      
                      
                      441Utilization
      of tax losses in respect of which deferred tax assets were not recorded in
      prior years
                      
                      
                      (35
                      )
                      
                      
                      (31
                      )
                      
                      
                      (139
                      )Differences
      in taxes arising from differences between Israeli currency income and
      dollar income, net *
                      
                      
                      66
                      
                      
                      
                      (593
                      )
                      
                      
                      (501
                      )Taxes
      on income
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -





·
            In
      2007 and 2006 difference also resulted from differences between the
      changes in the Israeli CPI (the basis for computation of taxable income of
      the Company) and the exchange rate of Israeli currency relative to the
      dollar.




F-34


Radcom
Ltd. (An Israeli Corporation)
 and its
subsidiaries
 
 Notes
to the Consolidated Financial Statements as of December 31, 2008
 
 Note
8 - Taxes on Income (cont'd)
 
 I.           Accounting
for uncertainty in income taxes
 
 FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with FAS 109. This
interpretation prescribes a minimum recognition threshold a tax position is
required to meet before being recognized in the financial statements.
FIN 48 also provides guidance on derecognition of tax positions,
classification on the balance sheet, interest and penalties, accounting in
interim periods, disclosure, and transition. FIN 48 requires significant
judgment in determining what constitutes an individual tax position as well as
assessing the outcome of each tax position.
 
 The
Company adopted the provisions of FIN 48 on January 1, 2007 and there was
no material effect on the financial statements. As a result, the Company did not
record any cumulative effect adjustment related to adopting FIN 48.
 
 As of
January 1, 2007 and 2008 and for the twelve-month periods ended December
31, 2007 and 2008, the Company did not have any unrecognized tax benefits and no
interest and penalties related to unrecognized tax benefits had been accrued.
The Company does not expect that the amount of unrecognized tax benefits will
change significantly within the next 12 months.
 
 The
Company and its subsidiaries file income tax returns in Israel and in the US.
The Israeli tax returns of the Company are open to examination by the Israeli
Tax Authorities for the tax years beginning in 2005. The US tax returns of the
US subsidiary remain subject to examination by the US tax authorities for the
tax years beginning in 2005.
 
 Note
9 - Supplementary Financial Statement Information
 
 A.           Balance
Sheet
 
 1.           Cash
and cash equivalents
 
 As of
December 31, 2008, cash and cash equivalents include short-term deposits
denominated in US dollars: US$1,001 thousand and NIS: US$593 thousand (December
31, 2007, US dollars: US$1,087 thousand, NIS: US$13 thousand and Euro: US$574
thousand). As of December 31, 2008, these deposits bear interest at rates
ranging from 0.67%-4.50% (December 31, 2007 interest at rates ranging from
3.50%-5.35%).
  F-35
  Radcom
Ltd. (An Israeli Corporation)
 and its
subsidiaries
 
 Notes
to the Consolidated Financial Statements as of December 31, 2008
 
 Note
9 - Supplementary Financial Statement Information (cont'd)
 
 A.           Balance
Sheet (cont'd)
 
 2.           Trade
receivables, net
 
 As of
December 31, 2008 and 2007, trade receivables were presented net of an allowance
for doubtful accounts of US$1,059 thousand and US$688 thousand,
respectively.
 
 The
following table reflects the changes in allowance for doubtful
accounts:
  US$(in thousands)Balance
      at December 31, 2006
                
                
                690Additions
      during 2007
                
                
                2Deductions
      during 2007
                
                
                (4
                )Balance
      at December 31, 2007
                
                
                688Additions
      during 2008
                
                
                460Deductions
      during 2008
                
                
                (89
                )Balance
      at December 31, 2008
                
                
                1,059
  3.           Inventories
  December 312008
                    
                    
                    2007US$ thousands
                    
                    
                    US$ thousandsRaw
      materials
                    
                    
                    725
                    
                    
                    
                    859Work
      in process
                    
                    
                    627
                    
                    
                    
                    761Finished
      products
                    
                    
                    1,400
                    
                    
                    
                    1,8342,752
                    
                    
                    
                    3,454
 
 4. Other
current assets
 
 December 312008
                    
                    
                    2007US$ thousands
                    
                    
                    US$ thousandsValue
      Added Tax authorities
                    
                    
                    81
                    
                    
                    
                    93Government
      of Israel – OCS receivable
                    
                    
                    260
                    
                    
                    
                    268Prepaid
      expenses
                    
                    
                    424
                    
                    
                    
                    373Others
                    
                    
                    208
                    
                    
                    
                    291973
                    
                    
                    
                    1,025
  F-36
  Radcom
Ltd. (An Israeli Corporation)
 and its
subsidiaries
 
 Notes
to the Consolidated Financial Statements as of December 31, 2008
 
 Note
9 - Supplementary Financial Statement Information (cont'd)
 
 A.           Balance
Sheet (cont'd)
 
 5.           Other
payables and accrued expenses
 December 312008
                    
                    
                    2007US$ thousands
                    
                    
                    US$ thousandsEmployees
      and employee institutions
                    
                    
                    2,068
                    
                    
                    
                    2,425Royalties
      – OCS payable
                    
                    
                    363
                    
                    
                    
                    338Commissions
      payable
                    
                    
                    365
                    
                    
                    
                    276Other
      royalties payables
                    
                    
                    11
                    
                    
                    
                    41Allowance
      for product warranty
                    
                    
                    136
                    
                    
                    
                    220Advances
      from customers
                    
                    
                    228
                    
                    
                    
                    279Government
      of Israel tax authorities
                    
                    
                    59
                    
                    
                    
                    50Others
                    
                    
                    587
                    
                    
                    
                    1,0393,817
                    
                    
                    
                    4,668
 
 6.           Monetary
balances in non-dollar currencies
 December 31, 2008Israeli currency
                    
                    
                    OtherNot
      linked
                    
                    
                    Linked
      to the
                    
                    
                    non-dollarto the dollar
                    
                    
                    Dollar
                    
                    
                    currencyUS$ thousands
                    
                    
                    US$ thousands
                    
                    
                    US$ thousandsCurrent
      assets
                    
                    
                    958
                    
                    
                    
                    -
                    
                    
                    
                    1,858Current
      liabilities
                    
                    
                    2,583
                    
                    
                    
                    363
                    
                    
                    
                    243
 
 December 31, 2007Israeli currency
                    
                    
                    OtherNot
      linked
                    
                    
                    Linked
      to the
                    
                    
                    non-dollarto the dollar
                    
                    
                    dollar
                    
                    
                    currencyUS$ thousands
                    
                    
                    US$ thousands
                    
                    
                    US$ thousandsCurrent
      assets
                    
                    
                    520
                    
                    
                    
                    -
                    
                    
                    
                    2,228Current
      liabilities
                    
                    
                    2,568
                    
                    
                    
                    350
                    
                    
                    
                    10
 
 The
tables above reflect, at the balance sheet dates, the exposure of the Company's
monetary balances in non-dollar currencies to the effect of changes in the rate
of exchange of the NIS or other non-dollar currencies, to the dollar at the
indicated balance sheet dates.
  F-37
  Radcom
Ltd. (An Israeli Corporation)
 and its
subsidiaries
 
 Notes
to the Consolidated Financial Statements as of December 31, 2008
 
 Note
9 - Supplementary Financial Statement Information (cont'd)
 
 A.           Balance
Sheet (cont'd)
 
 7.           Fair
value of financial instruments
 
 The
financial instruments of the Company consist mainly of cash and cash
equivalents, short-term deposits, trade receivables, trade and other accounts
payable, loans and accrued expenses. Due to the short-term nature of such
financial instruments, their fair value approximates their carrying value. The
long term loan as of December 31, 2008 is presented at carrying value that does
not materially differ from its fair value.
 
 B.           Statement
of operations
 
 1.           Sales
 
 (a)           Sales
- classified by geographical destination:
 Year ended December 312008
                      
                      
                      2007
                      
                      
                      2006US$ thousands
                      
                      
                      US$ thousands
                      
                      
                      US$ thousandsNorth
      America
                      
                      
                      2,480
                      
                      
                      
                      4,315
                      
                      
                      
                      7,611Europe
                      
                      
                      6,256
                      
                      
                      
                      5,685
                      
                      
                      
                      9,443Far
      East
                      
                      
                      2,385
                      
                      
                      
                      1,541
                      
                      
                      
                      2,590South
      America
                      
                      
                      3,835
                      
                      
                      
                      1,248
                      
                      
                      
                      2,622Other
                      
                      
                      282
                      
                      
                      
                      708
                      
                      
                      
                      1,27515,238
                      
                      
                      
                      13,497
                      
                      
                      
                      23,541
 
 The
amount of the Company's export sales was approximately US$15.0 million, US$13.0
million and US$23.0 million in 2008, 2007 and 2006, respectively.
 
 (b)           Principal
customers
 
 In North
America, the Company sells its products directly to end-users or through
independent manufacturers’ representatives. Outside North America the Company
sells its products primarily through a global network of independent
distributors for resale to end-users.
 
 In 2008,
the Company had two distributors whose purchases contributed to more than 10% of
the total consolidated sales each; one distributor in South America whose
purchases contributed US$2,860 thousand to the total consolidated sales and
another distributor in Europe which contributed US$1,891 thousand. During 2007,
no customer had purchases of more than 10%. In 2006, the Company had one
customer in North America whose purchases contributed more than 10% of the total
consolidated sales in the amount of US$2,837 thousand.
 
 (c)           Substantially
all Company's long-lived assets are located in Israel.
  F-38
  Radcom
Ltd. (An Israeli Corporation)
 and its
subsidiaries
 
 Notes
to the Consolidated Financial Statements as of December 31, 2008
  Note
9 - Supplementary Financial Statement Information (cont'd)
 
 B.           Statement
of operations (cont'd)
 
 2.           Financing
income (expenses), net
 
 Comprised
of:
 Year ended December 312008
                      
                      
                      2007
                      
                      
                      2006US$ thousands
                      
                      
                      US$ thousands
                      
                      
                      US$ thousandsFinancing
      income:Interest
      from banks
                      
                      
                      109
                      
                      
                      
                      280
                      
                      
                      
                      497109
                      
                      
                      
                      280
                      
                      
                      
                      497Financing
      expenses:Interest
      and bank charges on short- termbank
      credit
                      
                      
                      (11
                      )
                      
                      
                      (15
                      )
                      
                      
                      (19
                      )Interest
      and amortization of discount on long-term loan
                      
                      
                      (266
                      )
                      
                      
                      -
                      
                      
                      
                      -Exchange
      translation loss, net
                      
                      
                      (141
                      )
                      
                      
                      -
                      
                      
                      
                      (6
                      )(418
                      )
                      
                      
                      (15
                      )
                      
                      
                      (25
                      )Financing
      income (expenses), net
                      
                      
                      (309
                      )
                      
                      
                      265
                      
                      
                      
                      472
  Note
10 - Related Party Balances and Transactions
 
 The
Company carries out transactions with related parties as detailed below. Certain
principal shareholders of the Company are also principal shareholders of
affiliates known as the RAD-BYNET Group. The Company's transactions with related
parties are carried out on an arm's-length basis.
 
 1.
              Certain
      premises occupied by the Company and the US subsidiary are rented from
      related parties (see Note 6B).
 
 2.
              Certain
      entities within the RAD-BYNET Group provide the Company with
      administrative services.  Such amounts expensed by the Company
      are disclosed in Note 10B below as "Cost of sales, Sales and marketing,
      General and administrative expenses".  Additionally, certain
      entities within the RAD-BYNET Group perform research and development on
      behalf of the Company.  Such amounts expensed by the Company are
      disclosed in Note 10B below as "Research and development,
      gross".
 
 3.
              The
      Company purchases from certain entities within the RAD-BYNET Group
      software packages included in the Company's products and is thus
      incorporated into its product line.
 
 Such
purchases by the Company are disclosed in Note 10B as "Cost of Sales" and as
"Research and development, gross".
  F-39
 
 Radcom
Ltd. (An Israeli Corporation)
 and its
subsidiaries
 
 Notes
to the Consolidated Financial Statements as of December 31, 2008
 
 Note
10 - Related Party Balances and Transactions (cont’d)
 
 4.
              The
      Company is party to a distribution agreement with Bynet Electronics Ltd.
      ("BYNET"), a related party, giving BYNET the exclusive right to distribute
      the Company's products in Israel and in certain parts of the West Bank and
      Gaza Strip.
 
 Revenues
related to this distribution agreement are included in Note 10Bbelow as "Sales". The remainder of the amount
of "Sales" included in Note 10Bbelow is comprised of
sales of the Company's products to entities within RAD-BYNET Group.
 
 A.           Balances
with related parties
 
 December 312008
                    
                    
                    2007US$ thousands
                    
                    
                    US$ thousandsReceivables:Trade
                    
                    
                    88
                    
                    
                    
                    289Other
      current assets
                    
                    
                    54
                    
                    
                    
                    235Accounts
      payable:Trade
                    
                    
                    37
                    
                    
                    
                    119Other
      payables and accrued expenses
                    
                    
                    167
                    
                    
                    
                    6
 
 B.           Expenses
to or income from related parties
 
 Year ended December 312008
                    
                    
                    2007
                    
                    
                    2006US$ thousands
                    
                    
                    US$ thousands
                    
                    
                    US$ thousandsIncome:Sales
                    
                    
                    188
                    
                    
                    
                    407
                    
                    
                    
                    335Expenses:Cost
      of sales
                    
                    
                    246
                    
                    
                    
                    104
                    
                    
                    
                    98Operating
      expenses:Research
      and development, gross
                    
                    
                    235
                    
                    
                    
                    222
                    
                    
                    
                    196Sales
      and marketing*
                    
                    
                    218
                    
                    
                    
                    196
                    
                    
                    
                    192General
      and administrative
                    
                    
                    78
                    
                    
                    
                    88
                    
                    
                    
                    90
 
 *
              Sales
      and marketing includes US$5 thousand rental revenue from a sublease
      agreement with an affiliate of the Company's principal
      shareholders.
 
 C.
              Acquisition
      of fixed assets from related parties amounted to US$39 thousand, US$24
      thousand and US$6 thousand in the years ended December 31, 2008, 2007 and
      2006, respectively.
  F-40
  Radcom
Ltd. (An Israeli Corporation)
 and its
subsidiaries
 
 Notes
to the Consolidated Financial Statements as of December 31, 2008
 
 Note
11 - Financial Instruments and Risk Management
 
 A.           Concentration
of credit risk
 
 Financial
instruments that may subject the Company to significant concentrations of credit
risk consist mainly of cash, assets held for severance benefit and trade
receivables.
 
 Cash and
cash equivalents are maintained with major financial institutions in Israel and
in the United States. Assets held for severance benefits are maintained with
major insurance companies and financial institutions in Israel.
 
 The
Company grants credit to customers without generally requiring collateral or
security. The Company performs ongoing credit evaluations of the financial
condition of its customers. The risk of collection associated with trade
receivables is reduced by geographical dispersion of the Company's customer
base.
  B.           Concentrations
of business risk
 
 Although
the Company generally uses standard parts and components for products, certain
key components used in the products are currently available from only one
source, and others are available from a limited number of sources. The Company
believes that it will not experience delays in the supply of critical components
in the future. If the Company experiences such delays and there is an
insufficient inventory of critical components at that time, the Company's
operations and financial results would be adversely affected.
 
 The
Company relies on a limited number of independent manufacturers, some of which
are small, privately held companies, to provide certain assembly services to our
specifications. The Company does not have any long-term supply agreements with
any third-party manufacturer. If the Company's assembly services are reduced or
interrupted, the Company's business, financial condition and results of
operations could be adversely affected until the Company is able to establish
sufficient assembly services supply from alternative sources. Alternative
manufacturing sources may not be able to meet the Company's future requirements,
and existing or alternative sources may not continue to be available at
favorable prices.
 
 The
Company’s revenues in any period generally have been, and may continue to be,
derived from relatively small numbers of sales with relatively high average
revenues per order. Therefore, the loss of any orders or delays in closing such
transactions could have an adverse effect on the Company’s operations and
financial results.
  F-41