UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
 
For the month of August 2014 (Report No. 1)

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 of 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
 
 
 

 
 
THIS FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO RADCOM LTD.’S REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS. 333-13250, 333-111931, 333-123981, 333-190207 AND 333-195465) AND FORM F-3 (REGISTRATION STATEMENT NOS. 333-170512 AND 333-189111), AND SHALL BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 the registrant consists of the following document, which is attached hereto and incorporated by reference herein:

Exhibit 99.1
Press Release: RADCOM CALLS ANNUAL GENERAL MEETING OF SHAREHODLERS, dated August 25, 2014.
 
 
 

 

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, thereunto duly authorized.
 
 
RADCOM LTD.
 
       
Date: August 25, 2014
By:
/s/ Uri Birenberg
 
 
Name:  
Uri Birenberg
 
 
Title:
CFO
 
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit
Number
Description of Exhibit
 
99.1
 
Press Release:      RADCOM CALLS ANNUAL GENERAL MEETING OF SHAREHODLERS, dated August 25, 2014.
 




 




Exhibit 99.1
 
 
Contact:
Uri Birenberg
Chief Financial Officer
+972-77-774-5060
urib@radcom.com
 
FOR IMMEDIATE RELEASE
 
RADCOM CALLS ANNUAL GENERAL MEETING OF SHAREHOLDERS
 
TEL AVIV, Israel – August 25, 2014 − 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 Tuesday, September 30, 2014, 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 on September 2, 2014.
 
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 September 5, 2014, to the Company’s shareholders of record and to shareholders that hold shares registered with the American Stock Transfer & Trust Company.
 
Proxy cards for use by shareholders that cannot attend the Meeting in person, must be  properly executed and received by Company, not less than 48 hours prior to the time fixed for the Meeting.
 
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:

 
(1)
To re-elect the following members of the Board of Directors: Zohar Zisapel, Matty Karp and Ms. Heli Bennun;
 
 
(2)
To approve a grant of options to Mr. David Ripstein, Company’s President and Chief Executive Officer;
 
 
(3)
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;
 
 
(4)
To discuss the auditors’ report and the Company’s consolidated financial statements for the year ended December 31, 2013;
 
 
(5)
To transact such other business as may properly come before the Meeting or any adjournment.
 
 
 

 
 
Shareholders may present proposals for consideration at the Meeting by submitting their proposals to the Company no later than September 2, 2014. If the Company will determine that a shareholder proposal has been duly and timely received and is appropriate, it will publish a revised agenda in the manner set forth in the proxy statement.

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 November 9, 2014.
 
Voting Requirements
 
Items 1 and 3 require the affirmative vote of a majority of the ordinary shares present, in person or by proxy, and voting on the matter.
 
Item 2 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 are not controlling shareholders or who do not have a personal interest in the matter are voted in favor or (ii) the total number of ordinary shares voted against such matter by shareholders who do not have a personal interest in the matter or who are not controlling shareholders, does not exceed two percent of our outstanding ordinary shares.
 
Position Statements
 
Any shareholder of the Company may submit to the Company a position statement on its behalf, expressing its position on an agenda item for the Meeting, to our General Counsel at the following address: Radcom Ltd., 22 Raoul Wallenberg Street, Tel Aviv 69710, Israel, Attention: General Counsel, or by facsimile to +9723-6474681, no later than September 12th, 2014.
 
About RADCOM
 
RADCOM provides innovative service assurance and customer experience management solutions for leading telecom operators and communications service providers. RADCOM specializes in solutions for next-generation mobile and fixed networks, including LTE, VoLTE, IMS, VoIP, UMTS/GSM and mobile broadband. RADCOM's comprehensive, carrier-grade solutions are designed for big data analytics on terabit networks, and are used to prevent service provider revenue leakage and to enhance customer care management. RADCOM's products interact with policy management to provide self-optimizing network solutions. RADCOM's shares are listed on the NASDAQ Capital Market under the symbol RDCM. . For more information, please visit www.RADCOM.com.
 



 
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