TEL AVIV, Israel, May 24, 2013 /PRNewswire/ --
RADCOM Ltd. (NASDAQ: RDCM) (the "Company"), a leading
network service assurance provider, announced today that it has
scheduled an annual general meeting of shareholders
("Meeting"), to take place on Sunday,
June 30, 2013, at 3:00 p.m.
(Israel time), at the offices of
the Company, which are located at 24 Raoul Wallenberg Street,
Tel Aviv, Israel. The record date
for the meeting is May 28, 2013.
The extraordinary general meeting of shareholders, which was
scheduled by the Company for Wednesday, June
5, 2013 at 10:00 a.m.
(Israel time), is hereby cancelled
and shall not take place.
Proxy statements describing the proposals on the agenda and
proxy cards for use by shareholders that cannot attend the Meeting
in person will be sent by mail, on or about May 30, 2013, to the Company's shareholders of
record and to shareholders that hold shares registered with the
American Stock Transfer & Trust Company. The Company will also
furnish the proxy statement to the Securities and Exchange
Commission on Form 6-K.
The agenda of the Meeting is as follows:
- To re-elect the following members of the Board of Directors:
Zohar Zisapel, Matty Karp and Ms.
Heli Bennun;
- To re-elect Mr. Uri Har and Ms.
Irit Hillel, as the external directors of the Company for a third
three-year's term;
- To approve the issuance by the Company of 406,610 of
Ordinary Shares, as well as the grant by the Company of warrants to
purchase 135,537 Ordinary Shares, to entities controlled by
Mr. Zohar Zisapel, the Chairman of the Board;
- To approve the compensation to be paid to the directors, other
than the Chairman of the Board of Directors;
- To approve the equity-based compensation to be paid to the
Chairman of the Board of Directors;
- To approve a grant of options to Mr. David Ripstein, in his capacity as the CEO of
the Company;
- To approve the grant of the 2012 annual bonus to Mr.
David Ripstein, in his capacity as
the CEO of the Company;
- To re-appoint Kost Forer Gabbay
& Kasierer, a member of Ernst and Young Global as the Company's
independent auditors until the next annual general meeting of
shareholders, and to authorize the Audit Committee of the Board of
Directors to fix their remuneration;
- To discuss the auditors' report and the Company's consolidated
financial statements for the year ended December 31, 2012;
- To transact such other business as may properly come before the
Meeting or any adjournment.
Quorum
Two or more shareholders of the Company holding shares
conferring in the aggregate at least one-third (1/3) of the voting
power of the Company, present in person or by proxy and entitled to
vote, will constitute a quorum at the meeting.
In the event the above quorum will not
be present in person or by proxy, the Meerting will be postponed to
July 7, 2013.
Voting Requirements
Items 1 and 8 require the affirmative vote of a majority of the
Ordinary Shares present, in person or by proxy, and voting on the
matter. Items 2, 4, 5, 6 and 7 require the affirmative vote of a
majority of the Ordinary Shares present, in person or by proxy, and
voting on the matter, provided that either (i) at least a majority
of the Ordinary Shares voted on the matter by non-controlling
shareholders or by shareholders who do not have a personal interest
in the resolution, are voted in favor of the matter, or (ii) the
total number of Ordinary Shares of non-controlling shareholders or
of shareholders who do not have a personal interest in the
resolution voted against the matter, does not exceed two percent of
the outstanding Ordinary Shares. Item 3 requires the affirmative
vote of a majority of the Ordinary Shares present, in person or by
proxy, and voting on the matter, provided that either (i) at least
a majority of the Ordinary Shares voted on the matter by
shareholders who do not have a personal interest in the resolution,
are voted in favor of the matter, or (ii) the total number of
Ordinary Shares of shareholders who do not have a personal interest
in the resolution voted against the matter, does not exceed two
percent of the outstanding Ordinary Shares. Items 9 and 10 will not
involve a vote.
About RADCOM
RADCOM provides innovative service assurance solutions for
communications service providers and equipment vendors. RADCOM
specializes in solutions for next-generation networks, both
wireless and wireline. RADCOM's comprehensive, carrier-strength
solutions are used to prevent service provider revenue leakage and
to enable management of customer care. RADCOM's products facilitate
fault management, network service performance analysis,
troubleshooting and pre-mediation with an OSS/BSS. RADCOM's shares
are listed on the NASDAQ Capital Market under the symbol RDCM. For
more information, please visit http://www.RADCOM.com
Contact:
Gilad Yehudai
Chief Financial Officer
+972-77-774-5060
gilady@radcom.com
SOURCE RADCOM Ltd