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<SEC-DOCUMENT>0000922423-04-000336.txt : 20040220
<SEC-HEADER>0000922423-04-000336.hdr.sgml : 20040220
<ACCEPTANCE-DATETIME>20040220151031
ACCESSION NUMBER:		0000922423-04-000336
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030201
FILED AS OF DATE:		20040220

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:		04619123

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>kl02086_6-k.txt
<DESCRIPTION>FORM 6-K
<TEXT>


================================================================================

                                    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 February 2003

                         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 registrant files or will file annual
reports under cover Form 20-F or Form 40-F:
                                           FORM 20-F X    FORM 40-F
                                                    ---

            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

            Note: Regulation S-T Rule 101(b)(1) only permits the submission in
paper of a Form 6-K if submitted solely to provide an attached annual report to
security holders.

            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

            Note: Regulation S-T Rule 101(b)(7) only permits the submission in
paper of a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

            Indicate by check mark whether registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934:
                                    YES      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
                                                         -----


<PAGE>


                                    CONTENTS

This report on Form 6-K of Radcom Ltd. consists of the following document, which
is attached hereto and incorporated by reference herein:

1. Press Release: NASDAQ ISSUES DETERMINATION REGARDING RADCOM'S NATIONAL MARKET
COMPLIANCE, dated February 20, 2004.


<PAGE>


                                   SIGNATURES

            In accordance with 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.



Dated:  February 20, 2004
                                   By: /s/ David Zigdon
                                      ---------------------------------
                                   Name:  David Zigdon
                                   Title: Chief Financial Officer



<PAGE>


                                  EXHIBIT INDEX

Exhibit     Item
- -------     ----

10.1        Press Release: NASDAQ ISSUES DETERMINATION REGARDING RADCOM'S
            NATIONAL MARKET COMPLIANCE, dated February 20, 2004.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>kl02086_ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1  PRESS RELEASE
<TEXT>
                                                                    Exhibit 10.1


Nasdaq Issues Determination Regarding RADCOM's National Market Compliance


- - Company To Proceed With $5.5M Private Placement (PIPE) -


TEL-AVIV, Israel, Feb. 20 /PRNewswire-FirstCall/ -- On February 13, 2004, RADCOM
Ltd.(NASDAQ-NMS:RDCM) (Nasdaq: RDCM) received a determination from a Nasdaq
Listing Qualifications Panel with respect to the Company's compliance with the
$10 million shareholders' equity requirement for listing on The Nasdaq National
Market. The Panel gave the Company until March 30, 2004 to demonstrate such
compliance.


To achieve compliance, the Company intends, among other things, to complete a
private placement (or PIPE investment) of ordinary shares by March 30, 2004. The
Company is calling a special meeting of shareholders on March 15, 2004 to
approve the proposed investment and certain other matters.


In preparation for the PIPE investment, the Company has executed non- binding
term sheets with a number of private investors, and is now in the process of
preparing and negotiating definitive agreements. According to the term sheets,
the Company plans to issue ordinary shares at an aggregate purchase price of
$5.5 million, with the exact purchase price of each share determined in relation
to the market price of the shares prior to the shareholders' meeting. In
addition, for each four ordinary shares purchased, the PIPE investors will be
granted warrants to purchase one additional ordinary share. The Company will
register all PIPE-related shares (both those purchased and those issuable
pursuant to the warrants) for resale.


For full details regarding the PIPE investment, interested parties can refer to
the proxy statement filed earlier today (February 20, 2004) with the SEC.


There can be no assurances that the $5.5 million PIPE investment will close as
planned or that the Company will afterwards be able to maintain compliance with
The Nasdaq National Market listing requirements.


RADCOM designs, manufactures, markets and supports network test and quality
management solutions for service providers, developers and enterprises
worldwide. The company specializes in comprehensive performance measurement and
voice quality management systems for VoIP and cellular converged networks as
well as in a line of high quality, integrated, multitechnology WAN/LAN/ATM test
solutions. For more information, please visit www.RADCOM.com.


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.


     Contact:
     David Zigdon, CFO
     (972) 3-6455004
     davidz@radcom.com



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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