Allot — Regulatory Filings 2013

Mar 21, 2013

As filed with the Securities and Exchange Commission on March 21, 2013

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_________________________________

Allot Communications Ltd.

(Exact Name of Registrant as specified in its charter)

Israel

(State or other jurisdiction of incorporation or organization)

22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod-Hasharon 4501317, Israel (Address of principal executive offices)

Not Applicable

(I.R.S. Employer Identification No.)

Not Applicable (Zip Code)

______________________

2006 Incentive Compensation Plan (Full title of the Plan)

______________________

Allot Communications, Inc. 300 TradeCenter, Suite 4680 Woburn, MA 01801-7422

(781) 939-9300

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of communications to:

Colin J. Diamond, Esq. Itamar Rosen, Adv. Aaron M. Lampert, Adv. White & Case LLP General Counsel & Corporate Secretary Goldfarb Seligman & Co. 1155 Avenue of the Americas Allot Communications Ltd. 98 Yigal Alon Street New York, New York 22 Hanagar Street Tel Aviv, 67891 Israel Tel: (212) 819-8200 Hod-Hasharon 4501317, Israel Tel: +972 (3) 608-9999 Fax: (212) 354-8113 Tel/Fax: +972 (9) 762-8419 Fax: +972 (3) 608-9855

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 12bof the Exchange Act (Check one):

Large accelerated filer T

Non-accelerated filer £ (Do not check if a smaller reporting company)

Accelerated filer £

Smaller reporting company £

CALCULATION OF REGISTRATION FEE

Title of Securities Being Registered	Amount tobe Registered (1)	Proposed MaximumOffering PricePer Share	Proposed MaximumAggregateOfferingPrice	Amount ofRegistration Fee
Ordinary shares, par value NIS 0.10 per share	1,000,000	$ 14.30(2)	$ 14,300,000	$ 1,950.52

(1) This Registration Statement covers the aggregate number of ordinary shares which may be issued under the 2006 Incentive Compensation Plan. Pursuant to Rule 416, this Registration Statement shall also be deemed to cover an indeterminate number of additional ordinary shares in the event the number of outstanding shares of Allot Communications Ltd. is increased by stock split, stock dividend and/or similar transactions.

(2) Pursuant to Rule 457(c) and (h)(1), the proposed maximum offering price per share and the proposed maximum aggregate offering price have been calculated on the basis of the average of the high and low prices ($14.41 and $14.18) of the Registrant’s ordinary shares as quoted on The NASDAQ Global Select Market on March 18, 2013.

EXPLANATORY NOTE

The purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is for Allot Communications Ltd. (the “Registrant”) to register an additional 1,000,000 Ordinary Shares for issuance under the 2006 Incentive Compensation Plan.

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 “SEC”) on February 14, 2007, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC:

(a) the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2012 (File No. 001-33129), filed with the SEC on March 21, 2013; and

(b) the description of the Registrant’s ordinary shares contained in Item 1 of the Registration Statement on Form 8-A (File No. 001-33129) filed with the SEC on November 3, 2006, including any subsequent amendment or any report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof (in the case of any Report on Form 6-K, if and to the extent the Registrant identifies in the Report that it is being incorporated by reference herein) from the date of filing of such documents. Any statement contained in a document 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 subsequently filed document that is also 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.

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Item 8. Exhibits

The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 21, 2013.

ALLOT COMMUNICATIONS LTD. By: /s/ Rami Hadar Name: Rami Hadar Title: Chief Executive Officer and President

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POWER OF ATTORNEY

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 Rami Hadar and Nachum Falek, and each of them severally, the lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, and any rules or regulations or requirements of the SEC 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 this Registration Statement or amendments or supplements thereof, 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.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title of Capacities	Date
/s/ Rami Hadar	Director, Chief Executive Officer
Rami Hadar	and President (Principal Executive Officer)	March 21, 2013
/s/ Nachum Falek	Chief Financial Officer
Nachum Falek	(Principal Financial Officer)	March 21, 2013
/s/ Shraga Katz	Chairman of the Board
Shraga Katz	of Directors	March 21, 2013
/s/ Yigal Jacoby	Director
Yigal Jacoby		March 21, 2013
/s/ Nurit Benjamini	Director
Nurit Benjamini		March 21, 2013
	Director
Itzhak Danziger
/s/ Steven D. Levy	Director
Steven D. Levy		March 21, 2013
ALLOT COMMUNICATIONS, INC.
By:/s/ Rami Hadar
Name:Rami Hadar	United States Representative	March 21, 2013
Title:Director, Allot Communications, Inc.

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EXHIBITS

Exhibit
Number	Description
5.1	Opinion of Goldfarb Seligman & Co., Israeli counsel to the Registrant, as to the validity of the ordinary shares (including consent)
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 5.1)
24.1	Powers of Attorney (included in the signature page to this Registration Statement)
99.1	2006 Incentive Compensation Plan (1)

__________________________ (1) Previously filed with the Securities and Exchange Commission on March 21, 2013 as Exhibit 4.5 to the Company’s Form 20-F for the year ended December 31, 2012 (File No. 001-33129) and incorporated by reference herein.

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Exhibit 5.1

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ELECTRA TOWER INFO@GOLDFARB.COM 98 Yigal Alon Street WWW.GOLDFARB.COM Tel Aviv 6789141, Israel Tel +972 (3) 608-9999 Fax +972 (3) 608-9909

March 21, 2013

Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B

Hod Hasharon 4501317, Israel File: 6315/7

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on behalf of Allot Communications Ltd. (the “Company”), relating to an additional 1,000,000 of the Company’s Ordinary Shares, par value NIS 0.10 per share (the “Shares” issuable upon the exercise or conversion of awards granted or to be granted under the Company’s 2006 Incentive Compensation Plan, as amended (the “Plan”).

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel.

In connection with this opinion, we have examined such corporate records, other documents and such questions of Israeli law as we have considered necessary or appropriate for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all copies submitted to us, the authenticity of the originals of such copies, the due constitution of the Company’s board of directors and, as to matters of fact, the accuracy of all statements and representations made by the directors and officers of the Company. We have also assumed that each individual grant under the Plan that will be made after the date hereof will be duly authorized by all necessary corporate action.

Based on the foregoing and subject to the limitations, qualifications and assumptions stated herein, we advise you that, in our opinion, the Shares have been duly authorized and when, and if, paid for and issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.

Very truly yours, /s/ Goldfarb Seligman & Co. Goldfarb Seligman & Co.

Exhibit 23.1

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Kost Forer Gabbay & Kasierer 3 Aminadav St. Tel-Aviv 67067, Israel

Tel: 972 (3)6232525 Fax: 972 (3)5622555 www.ey.com

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 2006 Compensation Incentive Plan of Allot Communications Ltd., of our report dated March 21, 2013, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting of Allot Communications Ltd. included in its annual report on Form 20-F for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

/s/ Kost Forer Gabbay & Kasierer KOST FORER GABBAY & KASIERER A Member of Ernst & Young Global

Tel Aviv, Israel March 21, 2013