Allot Ltd. — Annual Report 2008

Dec 18, 2009

20-F/A 1 zk97668.htm 20-F/A zk97668.htm Licensed to: Zadok_Keinan Document Created using EDGARizer 5.1.4.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F/A

(Amendment No. 1)

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report………………………………….

For the transition period from ______ to ______

Commission File Number 001-33129

ALLOT COMMUNICATIONS LTD.

(Exact Name of Registrant as specified in its charter)

ISRAEL

(Jurisdiction of incorporation or organization)

22 Hanagar Street

Neve Ne’eman Industrial Zone B

Hod-Hasharon 45240

Israel

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Ordinary shares

NIS 0.10 par value per share

Title of Class

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2008: 22,067,117 ordinary shares, NIS 0.10 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

Yes £ No T

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes £ No T

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes T No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer £ Accelerated filer £ Non-accelerated filer T

Indicate by check mark basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP T International Financial Reporting Standards as issued by the International Accounting Standards Board £ Other £

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes £ No T

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 20-F is being filed solely to file Exhibit 14.2 to the Annual Report previously filed on May 7, 2009.

PART III

ITEM 19: Exhibits

See exhibit index incorporated herein by reference.

1

SIGNATURES

The registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

| Allot

Communications Ltd.
By:	/s/ Rami
Hadar
	Rami
Hadar
	Chief
Executive Officer and President

Dated: December 18, 2009

2

ANNUAL REPORT ON FORM 20-F

INDEX OF EXHIBITS

Number	Description
1.1	Articles
of Association of the Registrant (1)
1.2	Certificate
of Name Change (1)
2.1	Specimen
Share Certificate (1)
2.2	Second
Amended and Restated Investors Rights Agreement, dated October 26, 2006,
by and among the parties thereto and the Registrant (1)
3.1	Escrow
Agreement, dated January 28, 1998 by and among Yigal Jacoby, Ravillan
Benzur & Co., Law Offices and the Registrant; Escrow Letter of
Resignation and Appointment, dated January 31, 2004 by and among Yigal
Jacoby, Yolovelsky, Dinstein, Sneh & Co. and the Registrant; and
Assignment of Escrow Agreement, dated May 21, 2006 by and among Yodan
Trust Company Ltd., Oro Trust Company Ltd., Yigal Jacoby and the
Registrant (1)
3.2	Addendum,
dated October 26, 2006, to Escrow Agreement, dated January 28, 1998, by
and between Yigal Jacoby and the Registrant (1)
3.3	Addendum,
dated November 13, 2008, to Escrow Agreement, dated January 28, 1998, by
and between Yigal Jacoby and the Registrant (4)
4.1	Share
Purchase Agreement, dated May 18, 2006, by and among the parties thereto
and the Registrant (1)
4.2	Non-Competition
Agreement, dated August 24, 2004, by and among Odem Rotem Holdings Ltd.,
Yigal Jacoby and the Registrant (1)
4.3	Experteam
Training Services Proposal, dated as of March 2006, by Experteam to the
Registrant (1)
4.4	Warrant
to Purchase Series C-1 Shares, dated November 27, 2001, by and between the
Company and Yigal Jacoby (1)
4.5	Manufacturing
Agreement, dated September 4, 2002, by and between R.H. Electronics Ltd.
and the Registrant* (1)
4.6	Non-Stabilized
Lease Agreement, dated February 13, 2006, by and among, Aderet Hod
Hasharon Ltd., Miritz, Inc., Leah and Israel Ruben Assets Ltd., Tamar and
Moshe Cohen Assets Ltd., Drish Assets Ltd., S. L. A. A. Assets and
Consulting Ltd., Iris Katz Ltd., Y. A. Groder Investments Ltd., Ginotel
Hod Hasharon 2000 Ltd. and Allot Communications Ltd.
(1)
4.7	Key
Employees of Subsidiaries and Consultants Share Incentive Plan (1997)
(1)
4.8	Key
Employees Share Incentive Plan (1997) (1)
4.9	Key
Employees Share Incentive Plan (2003) (1)
4.10	2006
Incentive Compensation Plan (4)
4.11	Manufacturing
Agreement, dated July 19, 2007, by and between Flextronics (Israel) Ltd.
and the Registrant* (3)

3

Number	Description
4.12	Agreement
relating to the sale and purchase of the Business and Assets dated January
1, 2008 by and between Esphion Limited and the Registrant
(3)
8.1	List
of Subsidiaries of the Registrant (4)
11.1	Code
of Ethics (2)
12.1	Certification
of Principal Executive Officer required by Rule 13a-14(a) and Rule
15d-14(a) (Section 302 Certification)
12.2	Certification
of Principal Financial Officer required by Rule 13a-14(a) and Rule
15d-14(a) (Section 302 Certification)
13.1	Certification
of Principal Executive Officer pursuant to 18 U.S.C.
Section 1350 (Section 906
Certification) (5)
13.2	Certification
of Principal Financial Officer pursuant to 18 U.S.C.
Section 1350 (Section 906
Certification) (5)
14.1	Consent
of Kost Forer Gabbay & Kasierer (4)
14.2	Consent
of Houlihan Smith & Company,
Inc.

(1) Previously filed with the Securities and Exchange Commission on October 31, 2006 pursuant to a registration statement on Form F-1 (File No. 333-138313) and incorporated by reference herein.

(2) Previously filed with the Securities and Exchange Commission on June 28, 2007 on Form 20-F for the year ended December 31, 2006 and incorporated by reference herein.

(3) Previously filed with the Securities and Exchange Commission on June 27, 2008 on Form 20-F for the year ended December 31, 2007 and incorporated by reference herein.

(4) Previously filed with the Securities and Exchange Commission on May 7, 2009 on Form 20-F for the year ended December 31, 2008 and incorporated by reference herein.

(5) This document was furnished in accordance with SEC Release Nos. 33-8212 and 34-47551.

• Portions of this exhibit were omitted and have been filed separately with the Secretary of the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act.

4