Registration Form • Mar 22, 2018
Registration Form
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As filed with the Securities and Exchange Commission on March 22, 2018
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number)
Israel Not Applicable
Allot Communications Ltd. 22 Hanagar Street Neve Ne'eman Industrial Zone B Hod-Hasharon 4051317, Israel
(Address of Principal Executive Offices)(Zip Code)
2016 Incentive Compensation Plan (formerly 2006 Incentive Compensation Plan) (Full Title of the Plan)
Allot Communications, Inc. 300 TradeCenter, Suite 4680 Woburn, MA 01801-7422
(Name and address of agent for service)
Tel: (781) 939-9300
(Telephone number, including area code, of agent for service)
Colin J. Diamond, Esq. White & Case LLP 1155 Avenue of the Americas New York, NY 10036 Tel: (212) 819-8200 Fax: (212) 354-8113
Copies to: Rael Kolevsohn, Adv. VP Legal Affairs & General Counsel Allot Communications Ltd. 22 Hanagar Street Hod-Hasharon 4501317, Israel Tel/Fax: +972 (9) 762-8419
Aaron M. Lampert, Adv. Goldfarb Seligman & Co. 98 Yigal Alon Street Tel Aviv, 67891 Israel Tel: +972 (3) 608-9999 Fax: +972 (3) 608-9855
Registration No. 333-
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |
|---|---|---|---|---|
| Non-accelerated filer | ☐ | (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| Proposed | Proposed | |||
|---|---|---|---|---|
| Maximum | Maximum | |||
| Amount to be | Offering Price per | Aggregate | Amount of | |
| Title of Securities to be Registered | Registered (1) | Share (3) | Offering Price (3) Registration Fee (3) |
|
| Ordinary Shares, par value New Israeli Shekel ("NIS") 0.10 per share ("Ordinary Shares") | 480,000(2) \$ | 5.69 | \$ 2,731,200 |
\$ 340.03 |
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers such indeterminate number of Ordinary Shares as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions pursuant to the terms of the 2016 Incentive Compensation Plan (the "2016 Plan").
(2) Represents an automatic increase to the number of shares available for issuance under the 2016 Plan to be granted under the 2016 Plan.
(3) Calculated in accordance with Rule 457(h)(1) and 457(c) promulgated under the Securities Act, based on the average of the high and low prices (which was \$ 5.64 and \$ 5.74, respectively) of the registrant's Ordinary Shares on the NASDAQ Global Select Market on March 19, 2018.
This Registration Statement is being filed to register an additional 480,000 Ordinary Shares of Allot Communications Ltd. (the "Company") issuable pursuant to the 2016 Plan representing an automatic increase effective as of January 1, 2018.
In accordance with General Instruction E of Form S-8, the contents of the Registrant's Registration Statement on Form S-8 (File No. 333-140701), filed with the Securities and Exchange Commission (the "Commission") on February 14, 2007, as supplemented, amended or superseded by the Registrant's Registration Statements on Form S-8 (File Nos. 333-149237, 333-159306, 333- 165144, 333-172492, 333-180770 , 333-187406, 333-194833, 333-203028, 333-210420 and 333-216893) filed with the Commission on February 14, 2008, May 18, 2009, March 2, 2010, February 28, 2011, April 17, 2012, March 21, 2013, March 26, 2014, March 26, 2015, March 28, 2016 and March 23, 2017, respectively, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below. References to "we", "our" or "us" below refer to Allot Communications Ltd. and its consolidated subsidiaries.
We hereby incorporate by reference the following documents (or portions thereof) that we have filed with or furnished to the Commission:
All other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the Commission that are identified in such forms as being incorporated into this Registration Statement, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereunder have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such documents.
Any statement contained in a document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hod-Hasharon, Israel on March 22, 2018.
By: /s/ Erez Antebi
Name: Erez Antebi Title: Chief Executive Officer and President
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and directors of Allot Communications Ltd., a company organized under the laws of the State of Israel, do hereby constitute and appoint Erez Antebi and Alberto Sessa, and each of them severally, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement and to any and all instruments or documents filed as part of or in conjunction with such registration statements or amendments or supplements thereof and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
[Signature Page to Follow]
| Signature | Title of Capacities | Date |
|---|---|---|
| /s/ Erez Antebi Erez Antebi |
Chief Executive Officer and President (Principal Executive Officer) | March 22, 2018 |
| /s/ Alberto Sessa Alberto Sessa |
Chief Financial Officer (Principal Financial Officer) | March 22, 2018 |
| /s/ Yigal Jacoby Yigal Jacoby |
Chairman of the Board of Directors | March 22, 2018 |
| /s/ Manuel Echanove Manuel Echanove |
Director | March 22, 2018 |
| /s/ Itzhak Danziger Itzhak Danziger |
Director | March 22, 2018 |
| /s/ Nurit Benjamini Nurit Benjamini |
Director | March 22, 2018 |
| /s/ Steven D. Levy Steven D. Levy |
Director | March 22, 2018 |
| /s/ Miron Kenneth Miron Kenneth |
Director | March 22, 2018 |
| /s/ Nadav Zohar Nadav Zohar |
Director | March 22, 2018 |
| AUTHORIZED REPRESENTATIVE IN THE UNITED STATES: |
||
| Allot Communications USA, Inc. | ||
| By: /s/ Erez Antebi Erez Antebi Title: Director, Allot Communications USA, Inc. Date: March 22, 2018 |
[Signatures to Power Of Attorney to Allot Communications Form S-8 Registration Statement]
| Exhibit Number | Exhibit |
|---|---|
| 4.1 | Allot Communications Ltd. 2016 Incentive Compensation Plan (1) |
| 4.2 | Articles of Association of the Registrant (2) |
| 4.4 | Specimen ordinary share certificate of the Registrant (3) |
| 5 | Opinion of Goldfarb Seligman & Co. as to the legality of Allot Communications Ltd.'s Ordinary Shares being registered* |
| 23.1 | Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global* |
| 23.2 | Consent of Goldfarb Seligman & Co., Israeli counsel to the Registrant (included in Exhibit 5) |
| 24 | Power of Attorney (included on the signature page of this Registration Statement) |
| (1) | Previously filed with the Securities and Exchange Commission on March 23, 2017 as Exhibit 4.2 to the Company's Form 20-F for the year ended December 31, 2016 (File No. |
| 001-33129) and incorporated by reference herein. | |
| (2) | Previously filed with the Securities and Exchange Commission on March 26, 2014 as Exhibit 1.1 to the Company's Form 20-F for the year ended December 31, 2013 (File No. |
| 001-33129) and incorporated by reference herein. | |
| (3) | Previously filed with the Securities and Exchange Commission on October 31, 2006 as Exhibit 4.1 to the Company's F-1 Registration Statement (File No. 333-138313) and |
| incorporated by reference herein. | |
| * | Filed herewith |
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