8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 14, 2012

Avaya Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-15951	22-3713430
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

211 Mount Airy Road

Basking Ridge, New Jersey 07920

(Address of principal executive offices, including zip code)

(908) 953-6000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Merger Agreement

On March 14, 2012, Avaya Inc., a Delaware corporation (the “Registrant”), entered into a Merger Agreement (the “Merger Agreement”), by and among the Registrant, Sonic Acquisition Ltd., an Israeli corporation (“Merger Sub”), and Radvision Ltd., an Israeli corporation (the “Company”), whereby Merger Sub will merge with and into the Company (the “Merger”) on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of Sections 314-327 of the Companies Law 5759-1999 of the State of Israel.

Under the terms and conditions of the Merger Agreement, at the effective time and as a result of the Merger, (i) each ordinary share of the Company, nominal value of ten Israeli Agorot (NIS 0.10) per share (the “Shares”), issued and outstanding immediately prior to the effective time and not owned by Registrant, Merger Sub or the Company will be converted into the right to receive US$11.85 in cash (the “Merger Consideration”) and (ii) each option to purchase Shares that is outstanding, vested and exercisable immediately prior to the effective time will be converted into the right to receive an amount in cash equal to the Merger Consideration less the exercise price of such option. The Registrant anticipates paying aggregate consideration of approximately $230 million to holders of the Company’s Shares and options.

The consummation of the Merger is subject to various conditions, including, but not limited to, (i) the representations and warranties with respect to certain matters (including with respect to organization, standing and power of the Company and its subsidiaries, share capital of the Company and the Company’s subsidiaries, and authority, execution, delivery and enforceability of the Merger Agreement) being true and correct as of the closing date of the Merger without any exceptions for materiality, certain other representations and warranties (including representations with respect to taxes and extensive representations with respect to intellectual property) being true and correct as of the closing date of the Merger in all material respects and the remaining representations and warranties being true and correct as of the closing date of the merger, subject to other materiality exceptions, (ii) receipt of certain regulatory approvals, and (iii) approval of the Merger by the Company’s shareholders.

The Merger Agreement also contains a “no solicitation” provision pursuant to which the Company and its representatives are not permitted to directly or indirectly, (i) solicit, initiate or encourage, or knowingly facilitate, any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to a competing proposal, (ii) enter into any agreement with respect to a competing proposal, or (iii) participate in any discussions or negotiations with, or furnish any information (whether orally or in writing), or otherwise cooperate with any person that has made, is seeking to make, has informed the Company of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, a competing proposal.

The Merger Agreement contains certain customary termination rights in favor of each of the Company and the Registrant, and provides for the payment of termination fees in certain circumstances. The maximum termination fees payable would be in the context of a material

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breach of the Merger Agreement, in which case the Company would owe the Registrant a termination fee of $10,000,000 if the Company was the breaching party and the Registrant would owe the Company a termination fee of $30,000,000 if the Registrant was the breaching party.

Voting Agreements

In connection with the parties’ entry into the Merger Agreement each of Zohar Zisapel, Yehuda Zisapel, Boaz Raviv, RADbit Inc., RAD Data Communications Ltd., Lomsha Ltd. and Michael and Klil Holdings (93) Ltd. (the “Shareholders”) entered into voting agreements in substantially the same form (collectively, the “Voting Agreements”) with Registrant and Merger Sub. Pursuant to the Voting Agreements, the Shareholders agreed that at any meeting of the shareholders of the Company however called (or any action by written consent in lieu of a meeting) or any adjournment thereof (a “Meeting”), the Shareholders will vote all the shares of the Company beneficially owned by them or over which they are otherwise able to direct the voting thereof (the “Voting Shares”), (i) in favor of the approval of the Merger Agreement and the approval of the Transactions (as defined in the Merger Agreement), (ii) against any action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any competing proposal, and (iv) against any agreement (including, without limitation, any amendment of any agreement), amendment of the charter of the Company or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger.

The foregoing summaries of certain provisions of the Merger Agreement and the Voting Agreements do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and the Voting Agreements, copies of which are filed herewith as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 hereto, respectively, and are hereby incorporated herein by reference.

Item 8.01 Other Events

On March 15, 2012, the Registrant issued a press release announcing the execution of the Merger Agreement. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit	Exhibit Name
2.1*	Merger Agreement, dated March 14, 2012 among Avaya Inc., Sonic Acquisition Ltd., and Radvision Ltd. (incorporated by reference to Exhibit 99.9 to Avaya Inc.’s Form 13D filing, filed March 15, 2012).
10.1	Voting Agreement, dated March 14, 2012 between Zohar Zisapel and Avaya Inc. (incorporated by reference to Exhibit 99.2 to Avaya Inc.’s Form 13D filing, filed March 15, 2012).

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10.2	Voting Agreement, dated March 14, 2012 between Yehuda Zisapel and Avaya Inc. (Incorporated by reference to Exhibit 99.3 to Avaya Inc.’s Form 13D filing, filed March 15, 2012).
10.3	Voting Agreement, dated March 14, 2012 between Boaz Raviv and Avaya Inc. (Incorporated by reference to Exhibit 99.4 to Avaya Inc.’s Form 13D filing, filed March 15, 2012).
10.4	Voting Agreement, dated March 14, 2012 between RADbit Inc. and Avaya Inc. (Incorporated by reference to Exhibit 99.5 to Avaya Inc.’s Form 13D filing, filed March 15, 2012).
10.5	Voting Agreement, dated March 14, 2012 between RAD Data Communications Ltd. and Avaya Inc. (Incorporated by reference to Exhibit 99.6 to Avaya Inc.’s Form 13D filing, filed March 15, 2012).
10.6	Voting Agreement, dated March 14, 2012 between Lomsha Ltd. and Avaya Inc. (Incorporated by reference to Exhibit 99.7 to Avaya Inc.’s Form 13D filing, filed March 15, 2012).
10.7	Voting Agreement, dated March 14, 2012 between Michael and Klil Holdings (93) Ltd. and Avaya Inc. (Incorporated by reference to Exhibit 99.8 to Avaya Inc.’s Form 13D filing, filed March 15, 2012).
99.1	Press release issued on March 15, 2012 by Avaya Inc.

* Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

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Signatures

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

AVAYA INC.

By: /s/  Frank J. Mahr

Name:  Frank J. Mahr

Title:    Corporate Secretary

Dated March 15, 2012

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EX-99.1

Exhibit 99.1

Media Inquiries:	Investor Inquiries:
Deb Kline	Matt Booher
+1 908-953-6179	+1 908-953-7500
klined@avaya.com	mbooher@avaya.com

Avaya Enters Into Agreement to Acquire RADVISION Ltd.,

Simplifying Video for the Enterprise and “On the Go” Business Users

Video as easy as a phone call or text message

Technology Combination Expected to Allow Avaya To:

• Deliver ease of use video with intuitive collaboration

• Enable anywhere, anytime, any device communication

• Simplify and reduce the cost of today’s complex video networks

For Immediate Release: Thursday March 15, 2012

Basking Ridge, NJ – Avaya Inc. today announced it has signed an agreement to acquire RADVISION Ltd. (Nasdaq:RVSN), a leading provider of videoconferencing and telepresence technologies over IP and wireless networks. Through this acquisition, Avaya will provide customers a highly integrated and interoperable suite of cost-effective, easy to use, high-definition video collaboration products, with the ability to plug and play multiple mobile devices including Apple iPad^® and Google Android™.

Upon closing, RADVISION’s enterprise video infrastructure and high value endpoints will be integrated with Avaya’s award winning Avaya Aura^® Unified Communications (UC) platform to create a compelling and differentiated solution designed to accelerate the adoption of video collaboration. The RADVISION portfolio includes a full range of videoconferencing products, technologies and expertise serving enterprises, small business, and service providers. It includes standards-based applications, open infrastructure and endpoints for ad-hoc and scheduled videoconferencing with room-based systems, desktop, and mobile consumer devices. The integrated Avaya and RADVISION portfolios will extend intra-company business to business (b2b) and business to customer (b2c) video communications, and also supports internal “Bring Your Own Device” (BYOD) initiatives.

RADVISION’s SCOPIA Video product line and expertise integrated with the open architecture of Avaya Aura^® will bridge existing H.323 communications networks and SIP-based environments, delivering scalability and a user experience designed to be intuitive and easy to operate. At the close of the transaction, RADVISION and Avaya channel partners will be positioned to deliver complete UC Video integration, operational support, and professional services.

In the transaction, which has been approved by each company’s Board of Directors, RADVISION shareholders will receive US$11.85 per share, valuing the transaction at approximately $230 million. The acquisition is expected to close within approximately 90 days assuming the satisfaction of agreed-upon closing conditions.

Entering into this agreement highlights Avaya’s commitment to bring The Power of We™ to every Avaya customer, helping businesses to drive faster collaboration, smarter decisions and better business results.

Supporting Quotes:

“The opportunity for personal workspace is now. Customers demand a rich, collaborative user experience that is interoperable and easy to use. In addition, we believe this transaction will leverage a highly-skilled, incredibly talented and experienced workforce ready to deliver video to enterprise customers. With this acquisition we will seek to extend videoconferencing to any device, anytime, anywhere, making it as easy as a phone call, seizing the opportunity to deliver a fully-integrated solution and architecture that we believe sets us apart from the competition.”

Kevin Kennedy, president and CEO, Avaya

“RADVISION has a strong heritage of developing and delivering innovative videoconferencing products and technologies deployed by Fortune 500^® companies and global service providers. As companies and their customers seek to deploy a wide range of video capabilities as part of their daily collaboration, the combination of Avaya and RADVISION’s portfolio will provide flexible and easy to use solutions. Avaya’s commitment to quality, innovation, open architectures and industry standards is an ideal fit to advance RADVISION’s vision for making video part of everyday life.”

Boaz Raviv, CEO, RADVISION

“The addition of the RADVISION video portfolio to Avaya’s business collaboration solutions is a powerful combination. RADVISION’s video management capabilities, video bridging solutions, and video endpoint portfolio complement the Avaya Aura^® unified communications platform. This is a win for both of these companies, their channel partners, and their end-user customers.”

Ira M. Weinstein, senior analyst and partner, Wainhouse Research

“Avaya’s pending acquisition of RADVISION is welcome news. It will bring Avaya an end-to-end video solution including a mature and reliable suite of infrastructure components, and provide RADVISION access to a global distribution channel and brand association with Avaya. Customers are demanding more powerful collaboration tools, with integrated video and voice solutions that leverage existing video investments, and enable them to benefit from new state-of-the-art technology. Integrating these complementary technologies will help minimize interoperability concerns and provide Avaya customers with a flexible collaboration solution.”

Michael Brandofino, EVP, Video and Unified Communications, AVI-SPL.

Tags: Avaya, unified communications, videoconferencing, business communications, collaboration, video communications, enterprise

About Avaya

Avaya is a global provider of business collaboration and communications solutions, providing unified communications, contact centers, networking and related services to companies of all sizes around the world. For more information please visit www.avaya.com.

About RADVISION

Founded in 1992, RADVISION (Nasdaq: RVSN) is a leading provider of video conferencing and telepresence technologies over IP and wireless networks. RADVISION teams with its channel and service provider partners to offer end-to-end visual communications that help businesses collaborate more efficiently. RADVISION propels the unified communications evolution forward with unique technologies that harness the power of video, voice, and data over any network. Visit www.RADVISION.com, our blog, and follow us on Facebook, Google+, LinkedIn, Twitter, and YouTube.

Certain statements contained in this press release are forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will” or other similar terminology. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, including but not limited to, the ability of the parties to consummate the proposed transaction and the satisfaction of the conditions precedent to consummation of the proposed transaction. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a list and description of such risks and uncertainties, please refer to Avaya's filings with the SEC that are available at www.sec.gov. Avaya disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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