-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WdLiRjoxuMOqyfdls9dAOLeV/msrE8UPQBmObxnOC8Yogfk1WjXW0YSmbX35+84t UUQnLHBRNUQ2Ovq3XMtkKQ== 0001144204-06-032293.txt : 20060811 0001144204-06-032293.hdr.sgml : 20060811 20060811104959 ACCESSION NUMBER: 0001144204-06-032293 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060731 FILED AS OF DATE: 20060811 DATE AS OF CHANGE: 20060811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADCOM LTD CENTRAL INDEX KEY: 0001016838 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29452 FILM NUMBER: 061023377 BUSINESS ADDRESS: STREET 1: 24 RAOUL WALLENBERG STREET CITY: TEL AVIV STATE: L3 ZIP: 69719 BUSINESS PHONE: 2123108007 MAIL ADDRESS: STREET 1: 26 RAOUL WALLENBERG STREET STREET 2: TEL AVIV 69719 CITY: ISREAL STATE: L3 ZIP: 00000 6-K 1 v049096_6k.htm Unassociated Document
FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
 
For the month of: July 2006

Commission File Number: 0-29452

RADCOM LTD.
(Translation of Registrant’s Name into English)

24 Raoul Wallenberg Street, Tel Aviv 69719, Israel
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F x Form:40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): N/A

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): N/A

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A



THE FINANCIAL STATEMENTS ATTACHED TO THIS FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO RADCOM LTD.’S (“RADCOM”) REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS. 333-07964, 333-13244, 333-13246, 333-13248, 333-13250, 333-13252, 333-13254, 333-14236, 333-111931, 333-123981), AND ON FORM F-3 (REGISTRATION STATEMENT NO. 333-115475), AND SHALL BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.  
 
CONTENTS

This report on Form 6-K of Radcom consists of the following documents, which are attached hereto and incorporated by reference herein:

1.  
Press Release:RADCOM NAMES JONATHAN BURGIN AS NEW CFO Dated July 10, 2006.
 
2.  
Press Release:RADCOM ANNOUNCES PRELIMINARY SECOND QUARTER 2006 RESULTS Dated July 14, 2006.
 
3.  
Press Release:RADCOM ANNOUNCES SECOND QUARTER 2006 RESULTS Dated July 24, 2006.

SIGNATURES

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

 
Radcom Ltd.
(Registrant)
 
Dated: August 11, 2006. 
By:  /s/ Jonathan Burgin
Jonathan Burgin
Chief Financial Officer




EXHIBITS INDEX
 
Exhibit Number
Description of Exhibits
   
10.1.
Press Release:RADCOM NAMES JONATHAN BURGIN AS NEW CFO Dated July 10, 2006.
 
10.2.
Press Release:RADCOM ANNOUNCES PRELIMINARY SECOND QUARTER 2006 RESULTS Dated July 14, 2006.
 
10.3.
Press Release:RADCOM ANNOUNCES SECOND QUARTER 2006 RESULTS Dated July 24, 2006.
 

EX-10.1 2 v049096_ex10-1.htm
 
NEWS
 
Contact:
Arnon Toussia-Cohen
President and CEO
(972) 3-645-5382
noni@radcom.com

FOR IMMEDIATE RELEASE
 
RADCOM NAMES JONATHAN BURGIN AS NEW CFO

TEL-AVIV, Israel—July 10, 2006-- RADCOM Ltd. (RADCOM) (NASDAQ and TASE: RDCM) today announced that it has named Mr. Jonathan Burgin to be its Chief Financial Officer (CFO) effective today.

Mr. Burgin is a veteran of Israeli hi-tech with 22 years of operational and transactional experience, including financial management of publicly-traded companies, execution of public offerings on international markets, and negotiating acquisitions, mergers, and fundraisings. For the past seven years, he served as the CFO of XTL Biopharmaceuticals (NASDAQ: XTLB; LSE: XTL; TASE: XTL), taking an active part in the process of listing its shares on the NASDAQ, London, and Tel-Aviv Stock Exchanges and raising $110 million in four financing rounds. Previously, Mr. Burgin served as CFO 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 B.A. in Accounting and Economics from Tel Aviv University and is certified in Israel as a CPA.

“With top-tier customers, excellent products, a well-oiled team and growing markets, I believe RADCOM is positioned for success,” said Burgin. “I am excited to join the Company and look forward to contributing to its growth.”

Commenting on the news, Arnon Toussia-Cohen, President and CEO of RADCOM, said, “We are pleased to welcome Jonathan to the RADCOM team. With proven abilities, expertise on global capital markets and experience in M&A transactions, we are confident that he will make a strong contribution to the company, helping us carry out our strategies and achieve our long term goals.”

##

 
 

 
 
RADCOM develops, manufactures, markets and supports innovative network test and service monitoring solutions for communications service providers and equipment vendors. The company specializes in Next Generation Cellular as well as Voice, Data and Video over IP networks. Its solutions are used in the development and installation of network equipment and in the maintenance of operational networks. The company’s products facilitate fault management, network service performance monitoring and analysis, troubleshooting and pre-mediation. For more information, please visit www.RADCOM.com.
 
Risks Regarding Forward Looking Statements
Certain statements made herein that use the words ``estimate,'' ``project,'' ``intend,'' ``expect”, ''believe`` and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or achievements of the Company to be materially different from those which may be expressed or implied by such statements, including, among others, changes in general economic and business conditions and specifically, decline in demand to the Company's products, inability to timely develop and introduce new technologies, products and applications and loss of market share and pressure on prices resulting from competition. For additional information regarding these and other risks and uncertainties associated with the Company's business, reference is made to the Company's reports filed from time to time with the Securities and Exchange Commission. The Company does not undertake to update forward-looking statements.
 
 
 

 
GRAPHIC 3 v049096_logo.jpg GRAPHIC begin 644 v049096_logo.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#W'5]7LM#T MZ6_OYA%!&.O=CV51W)]*\FU'XKZU?.XTJVM[*#D*\H\QR,]?0'IQ@_4U=^,% MU+)J&E:<"1"$>9UW$!B2!R/8`X_WC7E]_<&+Y%X`XP.,\?RKGJU'%V/J\GRN MC4HJM57,W]RZ'9#X@^+=HSJR9]K6/_"E_P"%@^+<_P#(67_P%C_PK(\*>%/^ M$KMQ]GU:SBO@K/):-`2Z*&VAL[AD?=Z=,BK<_@NPM9WMI_&&AQ2QG:Z/@%3Z M$;ZSYIM7_4ZYO+(3=.45==.5_P"1<_X6#XLQ_P`A9?\`P%C_`,*/^%@^+>/^ M)LO_`("Q_P"%0V/@*#4[@06'BK1[J?!(CA`9B/8!\UROB31[WPSK=+-.[HB`.[,%5=HY)/`KTFV^&$]U-]F&O6"WYA\TV_ MD98#IG[^=N[C./PHA.4]@Q5++L*TJL4K_P!VY'_PL'Q;G_D++_X"Q_X4?\+! M\68_Y"R_^`L?^%>>S_:;6XEMI@%DBT:`EU`.,CYN1TZ>M*-24G9&E?#8"A#VE2"MWY;_DC6_P"%@^+>/^)LO_@+ M'_A1_P`+!\6\_P#$V7_P%C_PJG/X+L+6XDMY_&&AQ3(Q5T?`*D=01OX-.M?` M]G?W*6MIXNT::=SA(X@&8GV&_DU=Y_TSEY\KM?E5O\#_`,BP?B1XLMW61M3@ MD4<[)+9!N_(`_D176>%?BY::G?1Z;KD*6-U(<1SJ?W+GT.>5/UR/I7DWB30] M3\,:JUA?D;RH=)$&!(I[@_ABN=N`<@YK)UY1E8WK97@\10YJ:2OLT?8]%9$,3,Q)+;&*@DGOQ5_QAXOT[P9HK:A?DN[?+!;H1OF?T'H M/4]A^`KO3NKGPTX.$G%[HZ"BOG*7XH_$+Q=?R0>'H#;QJ?FCLX%?8">-\LF0 M#_WSGTJTFH?&?2E^UNMY<1#ED,<$^1_NK\W_`'S3)/H.BO(/#'QVTZY`M_%% MJ=.N`=IGA1GB8YQ@KRR'VY^HKU>[OK6PL9;V[G2&VA0R22N@"Q17@/B M'XUZ[K&J?V=X/LVB5FVPOY'G7$V,\A#E5&.>0??'2H(9_C2P%RDUZ>K$$VQ_ M\=Z?A0!]"T5XKX>^,FIZ9J@TCQUIQM'X!NA"8V3/=T[C_:7\CUKVB.1)HDEB M=7CE`'KU%%>0?&# MQYK'AG6-.L="U-[:9X&EN$\F)UP3A/O*3DX;OV'%`'K]%>(_"OQQXM\4>)YH M=3UA9[2"#>T!M(UWDG`PR@$8Q[_2O;J`"BBB@`HHHH`\?^+?_(S:;_UZM_Z$ M:\NU3_7#_/:O4?BW_P`C-IO_`%ZM_P"A&O+]4_UP_P`]JXL1NS[_`"7_`'2G MZ/\`-G4?"=B/&CX)&;-P<'J-Z5Q!)+$DY)-=O\)O^1W_`.W5O_0TJQKL?PT? M5YS!+K42[N5L53R<]]N_G'Z>E9'O`>M:O##9:GJ?VU&WPV]^J MA9"HS_`!NQC.-PSCZUS/CJSU:Q\6746LW*7-S@%9(^%,?\(`_A`';Z\GJ1Q< M:7>["E7C7S%.SBXQ>C5F]>GD)X#TL:MXRLHW!,5N?M+>A*D;1_WT0?P-:T?C M&1/BI'K".WV43BUP>/W/W/RS\U;/PJT*XNM)U>[@D%O5>9RU*V&K8FNJTTK+E5_ MQ?WA\3=-&G>.;QD`$5V%N4Q_M=?_`!X-2?#%BOC^T*D@^3)T^E;WQ,TN\'A[ MP_JE^F+Y(_LET1T+8W#]=_:L#X9?\C[:?]<9/Y4N7EKFGMO:Y.W>]E;[M#FK M\DZC=$]3*W\ZK/PC$$@@9!':K-]_R$+G_KJW\ZJO_JV^AKG>Y[^\+>1Z!\1+ MV;4=%\*W5RV^XDL0TCXP6)"G/ZUYW<=%^M=YXV_Y%OPG_P!>`_\`05K@[CHM M:5OXAYF7*V!BEY_^E,^@O@Y_R)%M_O2_^C6KR+XFZI=^+/B9/IUO)N6"X73; M1&.%5MP5S_WWG)]%'I7KOP<_Y$BV_P!Z7_T:U>-:&@D^,Z"<@G^U[EF)_O#S M3W]Z]&'P(^$Q7\>?J_S/H/PAX6L/#VAVUI:QJ(XU'..9&[NQ[DGG_P#572[1 MC&.*;",0)_NBGU9@.)1]F\H;3,"<2D]R!P`1U`.>`* MX?X[Z_):6^F^&8)-L+I]JNN?O*#A`?;(8_@*]PKYC^.HE_X6%<>9G:;&+R_] MWYL_KNH`])^$7@Z'3/#<5_.JF]OD6>9\Z7<^'KN0NUEB2V9CD^4Q^[_P`!;I[$#M7JFMX_L'4=W3[++G_O MDU\X?!*5XO'N5Y4Z?)O&?]N.@#?_`&@?^1AT;_KTD_\`0JY3POD,*X3'^\0G_`'T:]5F\>;_@.VI&0?;YH/[.X.#YQRC-UZ@!G_"N+\"^ M'ROPT\6:U*F/M%G-'"?^F<8(./8OG_OD4"9/\"/^1IU'_KU7_P!"-?15?.OP M(_Y&G4?^O5?_`$(U]%4#"BBB@`HHHH`\?^+?_(S:;_UZM_Z$:\NU3_7#_/:O M6OC#8RI<:7JJAC"H:"0C&%.0RC\?F_*O)-18.X9.+C7I0YDHM; MI:W\V7-?O)_"?PUT;2;2:2VN[M092CE6`QN<9'^V^*\]_MG5?^@I??\`@2_^ M-:/BSQ/)XHU*.Y-JMK##&(XH@^\@=22V!DDD]A_4X-*K/FEIL5EV"5*@E5BN M9W;V>K/6=,U*\\;_``HU>QOY?/O].;?%*PRSJH##/JV-RY^F>]8!'!(QY>`.!TK2,XMQDWJCSZF$Q5.%?#TJ=XS=U9I6OOHV<'J`*ZE= M*1@B9P0?J:JO_JV^AKT#5O'7AK7+HW5_X(C>X/WI$OBA;Z[4&3[FJ*^)?"<+ M"2#P0@E7E#)?LZ@]L@KS6;A"_P`7YGI+$XKDLZ#O_BC_`)D_CH&/0/"D;@K( MMB,H>HX4?SS7`W!^Z._6M?7=U-]0O3&'8!55!A54=`/Y_B:Q)&WN3V[4 MJDE*;:'AJ4L/A8TI[_\`!N?0_P`'/^1(MO\`>E_]&M7E7Q$T^X\%_%;^UXHV M\F:Y74867^/+9D7ZYW<>C#UKU[X46,UCX+LEF4J75I,$8P&#]/ M\::*UA?9CD7+6]P@RT+^H]1ZCN/0X(]*'PH_/L2TZTVN[-72;ZWU/2K6^M)! M);SQK)&X[J1Q5ROGR/2/B;\,7DATA#J&F&0L!#'Y\;>YC^^A..=O&>YXJ"^\ M??%760;6#3+JSW?*3:::\9.?]J3./J"*LQ/7Y?'^D6_CS_A$YW"7+1*T&Y9H[#Q'"A:.)?LER0/NJ22A^F2P^K"L?PI\& MM1U&[%YXGD=5+^9]FCE+/( M=ZXQR?7WZYYH`YGX7^((O$'@BRD#@W-N@M[A0?NNH`S^(P1]:[.O!]3^'/B_ MP'JDVJ>![R:XM7Y:!2OF@#)VLK?+(!S@CYN>GD M2[P?J24_3%`'HOQ:\4P^'O!ES:K(/M^HHUM`@/(4C#N>^`,\^I%>?_`KP^[W M=YKDB?NV'V:'(QD`YD!XM^T#_P`C#HW_`%Z2 M?^A"O0O"^D1Z]\&;'2I<;;K28X@3_"QC&T_@<'\*X;XTZ3KNN^)[,:?X?U&> M"TM]AN4C#)(6.>"#VZV,$^D?#5I%\"Z9:W%KQ@R*`2/ M53C((_0\4P/EN2341;+H>&W)=DK;8Z7!Q&1]U#X<7?_``NI=6%JS:1(3?B0#*B?`&T\\'>2_IC\:[WQ MVETO@'5+2PTZZOYY[=K=8K?:6&X$;B"1D#OC)]NM(.AX]\"/^1IU'_KV3_T( MU]%5\_\`P@TG6-`\5S?VKHFHVL=S"(UEDAPB,,GYCGCT_P`*^@*8!1110`44 M44`5K^PM=3L9K*\A6:WF7:Z-W']/K7C/B7X,ZG',TVA7RW,)/$-RVV11Z!@, M-^E>WT5$Z<9JS.O"XZOA7^ZE:_3H?,Y^&GC%3@Z,<_P#( M.3_O_'_C7TQ@>@HP/05C]5@>A_K!C/+\?\SYG_X5KXQ_Z!R?]_X_\:/^%:^, M?^@@H^JP#_6#&>7X_YGS/\`\*T\8_\`0.3_`+_Q_P"- M+_PK3QEC/]G)_P!_X_\`&OI?`]!1@>@H^JP#_6#&>7X_YGS/_P`*T\8YQ_9R M?]_X_P#&C_A6OC'_`*!R?]_X_P#&OIC`]!1@>@H^JP#_`%@QGE^/^9\S_P#" MM?&/_0.3_O\`Q_XTA^&?C`G_`)!Z_A<1_P#Q5>M>.=6\;^'+35M:T^303I%H MBR1Q7$,K3D;5#`E6"_>SCVJ[X*O?&.K06&J:T^BG2[VP6X1+.*1)4=PC*&W$ M@C!;..^*/JL`_M_%^7X_YGBX^%_BYV&[3T'N;A/\:ZSPO\')DN8[G7'CE53D M6T62C?[S'!(]L#IUKJ=/^)U[K"R-IGA.:Y"3O;C.I6T99U."`KL&Z^U:_BOQ M[;^%9=,LY+!Y]1U%6:*!KB*!$V@%MTLC!1UP.N?RS4*-1U6POG;PS>V]Y;0"6.)YX7BN6(;:D6)!!Z_U(`.\``Z#%+7GJ^+O$_AOQ'IFE^,+/3)+359OL]KJ&F% MU5)3T21'R>>.0K:3_8\*E?+::\BE$@/?*$@#.!R>:-:G MUJ]T^%O"=WI1N!<`3/=[I(_+VMD#8<[LE._3-`&V%4=`!2UY-H7B7XD>(=2U M_3K6?PQ%/I%Q]F=GMY]KL=W(.XX''<5VU_XOM=-\:67ARXB"&[M7N1[[Z`"#?R"3N.[@$_+GIB@#OJ***`"BEHH`2BEHH`2BEHH`2BEHH`2BE MHH`P_&&A2>)O"6HZ+%.L#WD7EB5U+!>0E22+*]E:16QD M48#[$"YQVSC-:5%`'E.C?"_6-#D>6V?PM/<&Z>Z2ZN]):2>-BVX`2"0'`/2N MF\2^%M5U^#3F:YT>62WA*SVNH::+BWFD.W+C+!DP0<8/>NPHH`XCP)X"?PC? M:K?RW-KYNH^7FTL+T_PK/9?$35_$S74;0W]K%`L`0A MD*`@]SGMJ*`.!M_`>JZIXCL M=:\7ZY'J)T]_-L[&UMO)@BDX^8Y)9B"`1GT].*N:CX"M-8^(/_"0ZI;V%]9# M319+:7-N)-KB0OY@W9'E3:0-(ETVT?30JJ+1H5,0`.0-N M,<$`T_3-(TW1;4VVEV%M90,Y)M M1FO(IUUB[%RB)&5,7+<$D\\,/3H:BUSP);^(/'6GZYJ,=G=6%K9O;M9W,`DW MLQ)#<\<<=O6NRHH`XS1O`5KH7C^ZU_38K*SL9M/%H+.V@$>&WABYQQVQT]*P M[CX9ZBWB+6-40>&;L:A=>>HU+2CZJ^2.,=ZQ_$_@1/$9T73/,AM?#EA)YL]A`IC,Q`(105Q MM49S@=<]L`UV=%`'G5W\+Q9>*=*\0^&;^2RO+4LMS]LFEN1KKVKP6=[8KIHLEM)XMQ#B0OY@/3^(BNTHH`Y'P+X/F\%6] M_IL4]O+I;W#36:K%MFB5B EX-10.2 4 v049096_ex10-2.htm
NEWS
 
Contact:
Jonathan Burgin
CFO
(972) 3-645-5004
jonathanb@radcom.com

FOR IMMEDIATE RELEASE

RADCOM ANNOUNCES PRELIMINARY SECOND QUARTER 2006 RESULTS

TEL-AVIV, Israel—July 14, 2006-- RADCOM Ltd. (RADCOM) (NASDAQ and TASE: RDCM) today announced preliminary financial results for the quarter ended June 30, 2006.
 
Based on preliminary results, RADCOM anticipates total revenues for the second quarter of 2006 to be approximately $5.7 million, an increase of 19% compared to $4.8 million recorded in the second quarter of 2005, representing the Company’s 11th straight quarter of year-over-year revenue growth, and a sequential increase of 12% compared to $5.1 million recorded in the first quarter of 2006. This is a slight shortfall compared with the revenue range of $6.0 to $6.5 million that was forecast in the Q1 earnings release, reflecting accounting policies relating to a multiple element agreement that prevented the recognition of revenues associated with an order shipped during the second quarter. The second quarter’s revenues do include the contribution of the major order discussed in the first quarter earnings release that was delayed from the first to the second quarter and taken into account in our projections for the second quarter.
 
Commenting on the news, Mr. Arnon Toussia-Cohen, President and CEO, said, “Although our second quarter revenues fell marginally short of our original projection, we are pleased to continue building on an eleven-quarter record of year-over-year revenue growth, a testament to the fact that we continue to win new business and customers. We look forward to reporting our full results and to giving you an update regarding our markets and prospects during our conference call on July 24th.”
 
RADCOM will report its full results for the second quarter of 2006 on Monday, July 24, 2006, before the opening of trade. RADCOM’s management will hold an interactive conference call on the same day at 9:00 AM EDT (16:00 Israel Time) to discuss the results and to answer investor questions. To participate, please call 1-877-209-0397 from the U.S., or +1-612-332-0819 from international locations, approximately five minutes before the call is scheduled to begin. A replay of the call will be available from 10:45 AM Eastern Time on July 24th until midnight July 31st. To access the replay, please call 1-800-475-6701 from the U.S., or +1-320-365-3844 from international locations, and use the access code 836284. The conference call can also be accessed online at www.radcom.com.
###

 
 

 
 
RADCOM develops, manufactures, markets and supports innovative network test and service monitoring solutions for communications service providers and equipment vendors. The company specializes in Next Generation Cellular as well as Voice, Data and Video over IP networks. Its solutions are used in the development and installation of network equipment and in the maintenance of operational networks. 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 National Market and the Tel Aviv Stock Exchange under the symbol RDCM. For more information, please visit www.RADCOM.com.

Risks Regarding Forward Looking Statements
Certain statements made herein that use the words ``estimate,'' ``project,'' ``intend,'' ``expect”, ''believe`` and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or achievements of the Company to be materially different from those which may be expressed or implied by such statements, including, among others, changes in general economic and business conditions and specifically, decline in demand to the Company's products, inability to timely develop and introduce new technologies, products and applications and loss of market share and pressure on prices resulting from competition. For additional information regarding these and other risks and uncertainties associated with the Company's business, reference is made to the Company's reports filed from time to time with the Securities and Exchange Commission. The Company does not undertake to update forward-looking statements.
 
 
 

 
EX-10.3 5 v049096_ex10-3.htm
NEWS
 
Contact:
Jonathan Burgin
CFO
(972) 3-645-5004
jonathanb@radcom.com

FOR IMMEDIATE RELEASE

RADCOM ANNOUNCES SECOND QUARTER 2006 RESULTS
-- 11th Straight Quarter of YOY Revenue Growth --

TEL-AVIV, Israel—July 24, 2006-- RADCOM Ltd. (RADCOM) (NASDAQ and TASE: RDCM) today announced financial results for the second quarter and six months ended June 30, 2006.

Financial Results for the Second Quarter
 
Revenues for the second quarter of 2006 were $5.7 million, an increase of 18% compared with $4.8 million for the second quarter of 2005, representing the Company’s 11th straight quarter of year-over-year revenue growth, and an increase of 12% compared with the $5.1 million recorded in the first quarter of 2006. Gross margin for the second quarter of 2006 increased to 70% compared with 68% for the parallel period of 2005 as well as for the first quarter of 2006.
 
On the basis of U.S. generally accepted accounted principles (GAAP), the Company recorded net income for the second quarter of 2006 of $208,000, or $0.01 per ordinary share (basic and diluted). Net income for the quarter included a non-cash share-based compensation expense of $105,000 taken in respect of the Company’s mandatory adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"). SFAS 123R requires that companies recognize the fair value of share-based incentives as compensation.
 
The Company is also presenting its results on a non-GAAP basis excluding share-based compensation to provide investors and management with insight into RADCOM’s underlying operating results. On such non-GAAP basis, RADCOM’s net income for the second quarter of 2006 was $313,000, or $0.02 per share, an increase of 204% compared with $103,000, or $0.01 per ordinary share (basic and diluted), for the second quarter of 2005, which did not include share-based compensation.
 


Financial Results for the First Half
 
Revenues for the first six months of 2006 rose by 9% to $10.8 million compared to $9.9 million for the first half of 2005. Gross margin for the first half of 2006 was 69%, a slight rise compared to 68% for the parallel period of 2005.
 
On the basis of U.S. generally accepted accounted principles (GAAP), the Company recorded net income of $89,000, or $0.01 per ordinary share (basic and diluted) for the first half of 2006. Net income for the six-month period included non-cash share-based compensation expense of $233,000 taken in respect of SFAS 123R, as explained above.
 
The Company has also presented its results on a non-GAAP basis excluding share-based compensation to provide investors and management with insight into RADCOM’s underlying operating results. On such non-GAAP basis, RADCOM’s net income for the first six months of 2006 was $322,000, or $0.02 per share. Net income for the first six months of 2005, which did not include share-based compensation, was $237,000, or $0.02 per share.

Comments of Management
 
Commenting on the news, Mr. Arnon Toussia-Cohen, President and CEO, said, “The second quarter was another period of revenue growth, profitability and strategic progress for RADCOM. Our revenues fell marginally short of our original projections due to accounting policies relating to a multiple element agreement that prevented the recognition of revenues associated with an order shipped during the second quarter. Nevertheless, we were able to post our eleventh straight quarter of year-over-year revenue growth and a 12% sequential increase in sales, achieving another solidly profitable quarter for RADCOM.”

Mr. Toussia-Cohen continued, “We are very pleased by the overall development of our business in line with our plan for building the company to the next level. The rising pace of global 3G deployments continues to drive demand for our 3G service monitoring solutions, as demonstrated by the follow-on orders that we continue to receive from cellular operators in North America, Europe and Australia. In addition, we are seeing a rise in Omni-Q demand from wireline operators as they ramp up their VoIP and other converged network deployments.”

Mr. Toussia-Cohen concluded, “Taken as a whole, we are optimistic regarding the future and believe that market trends are working in our favor. We are on track for achieving a stronger second half of the year and continue working to build the Company to the next level.”

Guidance
 
The following statement is forward-looking in nature, and actual results may differ materially. See below under “Risks Regarding Forward Looking Statements”.

Given the reliance of the Company’s performance for any specific quarter on the timing of a relatively small number of relatively large orders, the Company’s quarterly results of operations are subject to fluctuations. Nonetheless, management projects that the Company’s revenues for the third quarter of 2006 will range between $6.7 million and $7.1 million, and that its revenues for the second half of the year will be significantly improved compared with those of the first half of the year.
 


Conference Call Information
 
RADCOM’s management will hold an interactive conference call today, July 24th, at 9:00 AM EDT (16:00 Israel Time) to discuss the results and to answer investor questions. To participate, please call 1-877-209-0397 from the U.S., or +1-612-332-0819 from international locations, approximately five minutes before the call is scheduled to begin. A replay of the call will be available from 10:45 AM Eastern Time on July 24th until midnight July 31st. To access the replay, please call 1-800-475-6701 from the U.S., or  +1-320-365-3844 from international locations, and use the access code 836284. The conference call can also be accessed online at www.radcom.com.
 
###
 
Non-GAAP Information

Certain non-GAAP financial measures are included in this press release. These non-GAAP financial measures are provided to enhance the user's overall understanding of our financial performance. By excluding non-cash equity based compensation that has been expensed in accordance with SFAS 123R, our non-GAAP results provide information to both management and investors that is useful in assessing RADCOM’s core operating performance and in evaluating and comparing our results of operations on a consistent basis from period to period. These non-GAAP financial measures are also used by management to evaluate financial results and to plan and forecast future periods. The presentation of this additional information is not meant to be considered a substitute for the corresponding financial measures prepared in accordance with generally accepted accounting principles.
 
RADCOM develops, manufactures, markets and supports innovative network test and service monitoring solutions for communications service providers and equipment vendors. The company specializes in Next Generation Cellular as well as Voice, Data and Video over IP networks. Its solutions are used in the development and installation of network equipment and in the maintenance of operational networks. 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 Global Market and the Tel Aviv Stock Exchange under the symbol RDCM. For more information, please visit www.RADCOM.com.
 
Risks Regarding Forward Looking Statements
Certain statements made herein that use the words ``estimate,'' ``project,'' ``intend,'' ``expect”, ''believe`` and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or achievements of the Company to be materially different from those which may be expressed or implied by such statements, including, among others, changes in general economic and business conditions and specifically, decline in demand to the Company's products, inability to timely develop and introduce new technologies, products and applications and loss of market share and pressure on prices resulting from competition. For additional information regarding these and other risks and uncertainties associated with the Company's business, reference is made to the Company's reports filed from time to time with the Securities and Exchange Commission. The Company does not undertake to update forward-looking statements.


 
 
RADCOM Ltd.
Consolidated Statements of Operations
(1000's of U.S. dollars, except per share data)
 
   
Three months ended
June 30,
 
Six months ended
June 30,
 
   
2006a
 
2005
 
2006b
 
2005
 
   
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
Sales
 
$
5,701
 
$
4,837
 
$
10,781
 
$
9,854
 
Cost of sales
   
1,704
   
1,571
   
3,319
   
3,192
 
Gross profit
   
3,997
   
3,266
   
7,462
   
6,662
 
Research and development, gross
   
1,620
   
1,416
   
3,183
   
2,831
 
Less - royalty-bearing participation
   
554
   
489
   
1,004
   
884
 
Research and development, net
   
1,066
   
927
   
2,179
   
1,947
 
Sales and marketing
   
2,374
   
1,870
   
4,473
   
3,736
 
General and administrative
   
475
   
422
   
945
   
833
 
Total operating expenses
   
3,915
   
3,219
   
7,597
   
6,516
 
Operating income (loss)
   
82
   
47
   
(135
)
 
146
 
Financing income, net
   
126
   
56
   
224
   
91
 
Net income
   
208
   
103
   
89
   
237
 
Basic net earnings per ordinary share
 
$
0.01
 
$
0.01
 
$
0.01
 
$
0.02
 
Diluted net earnings per ordinary share
 
$
0.01
 
$
0.01
 
$
0.01
 
$
0.02
 
Weighted average number of ordinary shares used in computing basic net earnings per ordinary share
   
16,074,528
   
14,792,288
   
15,661,349
   
14,540,644
 
Weighted average number of ordinary shares used in computing diluted net earnings per ordinary share
   
16,591,986
   
16,069,930
   
16,748,398
   
16,152,875
 
 
Note a: The Company’s results for the second quarter of 2006 according to U.S. GAAP include non-cash share-based compensation expense of $105,000 allocated as follows: $3,000 to cost of sales, $25,000 to research and development, $48,000 to sales and marketing and $29,000 to general and administrative.

Note b: The Company’s results for the six months of 2006 according to U.S. GAAP include non-cash share-based compensation expense of $233,000 allocated as follows: $6,000 to cost of sales, $52,000 to research and development, $91,000 to sales and marketing and $84,000 to general and administrative.


 
RADCOM Ltd.
Consolidated Balance Sheets
(1000's of U.S. dollars)
 
   
As of
 
As of
 
   
June 30,
2006
 
December 31,
2005
 
   
(unaudited)
 
(unaudited)
 
Current Assets
         
Cash and cash equivalents
   
11,682
   
10,520
 
Trade receivables, net
   
8,437
   
7,856
 
Inventories
   
2,364
   
1,938
 
Other current assets
   
951
   
380
 
Total Current Assets
   
23,434
   
20,694
 
               
Assets held for severance benefits
   
2,075
   
1,863
 
 
             
Property and equipment, net
   
1,400
   
1,233
 
 
             
Total Assets
   
26,909
   
23,790
 
           
Liabilities and Shareholders' Equity
             
Current Liabilities
             
Trade payables
   
2,262
   
2,148
 
Current deferred revenue
   
1,735
   
1,545
 
Other payables and accrued expenses
   
4,010
   
4,014
 
Total Current Liabilities
   
8,007
   
7,707
 
               
Long-Term Liabilities
             
Long-term deferred revenue
   
1,229
   
1,161
 
Liability for employees’ severance pay benefits
   
2,727
   
2,437
 
Total Long-Term Liabilities
   
3,956
   
3,598
 
               
Total Liabilities
   
11,963
   
11,305
 
               
Shareholders' Equity
             
Share capital
   
118
   
107
 
Additional paid-in capital
   
46,974
   
44,613
 
Accumulated deficit
   
(32,146
)
 
(32,235
)
Total Shareholders' Equity
   
14,946
   
12,485
 
               
Total Liabilities and Shareholders' Equity
   
26,909
   
23,790
 


-----END PRIVACY-ENHANCED MESSAGE-----