CHECK POINT SOFTWARE TECHNOLOGIES LTD — Registration Form 2006

Apr 3, 2006

S-8 1 zk62361.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: \backup\office\EDGAR Filing\Check Point Software Technologies Ltd\62369\a62369.eep Control Number: 62369 Rev Number: 1 Client Name: Check Point Software Technologies Ltd Project Name: S-8 POS Firm Name: Zadok-Keinan Ltd S-8 POS MARKER FORMAT-SHEET="Para Flush Lv 5-TNR"

As filed with the Securities and Exchange Commission on April 3, 2006 Registration No. ____

MARKER FORMAT-SHEET="Scotch Rule Top-TNR2" FSL="Workstation"

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

MARKER FORMAT-SHEET="Footnote Rule-TNR" FSL="Workstation"

FORM S-8

MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation"

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MARKER FORMAT-SHEET="Footnote Rule-TNR" FSL="Workstation" MARKER FORMAT-SHEET="Para Flush Lv 5-TNR"

CHECK POINT SOFTWARE TECHNOLOGIES LTD. (Exact name of Registrant as specified in its charter)

	3A Jabotinsky Street
	Ramat Gan 52520
Israel	Israel	94-3229135
(Jurisdiction of Incorporation or Organization)	(Address of principal executive offices, including zip code)	(IRS Employer Identification Number)

MARKER FORMAT-SHEET="Footnote Rule-TNR" FSL="Workstation"

2005 Israel Equity Incentive Plan 2005 United States Equity Incentive Plan (Full title of the plans)

MARKER FORMAT-SHEET="Footnote Rule-TNR" FSL="Workstation"

John Slavitt, Esq. General Counsel Check Point Software Technologies, Inc. 800 Bridge Parkway Redwood City, California 94065 (650) 628-2110 (Name, address and telephone number of agent for service) Copies to:

Jeffrey D. Saper, Esq. Allison B. Spinner, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 650-493-9300 Aaron M. Lampert, Esq. Naschitz, Brandes & Co. 5 Tuval Street Tel-Aviv 67897 Israel 011-972-3-623-5000

MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation"

CALCULATION OF REGISTRATION FEE

MARKER FORMAT-SHEET="Footnote Rule-TNR" FSL="Workstation"

Title of Securities to be Registered		Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (2)
Ordinary Shares, nominal value 0.01 New Israeli Shekels
per share, to be issued under the 2005 Israel Equity
Incentive Plan	30,000,000	$ 19.76	$ 592,800,000	$ 63,429.60
Ordinary Shares, nominal value 0.01 New Israeli Shekels
per share, to be issued under the 2005 United States
Equity Incentive Plan	20,000,000	$ 19.76	$ 395,200,000	$ 42,286.40

MARKER FORMAT-SHEET="Para Hang Lv 0-TNR" FSL="Workstation"

(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the price of $19.76 per share, which was the average of the high and low prices per Ordinary Share as reported on the Nasdaq National Market on March 28, 2006.

MARKER FORMAT-SHEET="Para Hang Lv 0-TNR" FSL="Workstation"

(2) The Amount of Registration Fee was calculated in accordance with Section 6(b) of the Securities Act of 1933, as amended, pursuant to which the adjusted fee rate for fiscal 2006 is “$107.00 per million” of the maximum aggregate price at which such securities are proposed to be offered. The Registration Fee is therefore calculated by multiplying the Proposed Maximum Aggregate offering Price by 0.000107.

MARKER FORMAT-SHEET="Para Hang Lv 0-TNR" FSL="Workstation"

(3) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional Ordinary Shares which become issuable under the antidilution provisions of the 2005 Israel Equity Incentive Plan and 2005 United States Equity Incentive Plan.

MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation"

CHECK POINT SOFTWARE TECHNOLOGIES LTD. REGISTRATION STATEMENT ON FORM S-8

MARKER FORMAT-SHEET="Head Major Center Bold 1-TNR" FSL="Workstation"

Explanatory Note:

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Check Point Software Technologies Ltd., a company organized under the laws of Israel (the “Registrant” or the “Company”), in connection with the adoption of the 2005 Israel Equity Incentive Plan and the 2005 United States Equity Incentive Plan (the “Plans”) and the reservation of an aggregate of 50,000,000 Ordinary Shares, nominal value 0.01 New Israeli Shekels per share, under the Plans.

MARKER FORMAT-SHEET="Head Major Center Bold 1-TNR" FSL="Workstation"

Part I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

The information called for in Part I of Form S-8 is included in the prospectuses for the Plans (the “Prospectuses”) and is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the Note to Part I of Form S-8. The Prospectuses shall be sent or given to employees of the Company in accordance with the requirements of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”).

MARKER FORMAT-SHEET="Head Major Center Bold 1-TNR" FSL="Workstation"

Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Item 3. Incorporation of Documents by Reference .

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

The Company incorporates by reference the following documents that it filed with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (Commission File Number 000-28584):

MARKER FORMAT-SHEET="Para Hang Lv 1-TNR" FSL="Workstation"

— Description of the Company’s Ordinary Shares contained in its registration statement on Form F-1 (File No. 333-6412) filed with the Commission on February 7, 1997 under the Securities Act, including any amendment or report filed for the purpose of updating such description;

MARKER FORMAT-SHEET="Para Hang Lv 1-TNR" FSL="Workstation"

— The Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2005, filed with the Commission on March 13, 2006;

MARKER FORMAT-SHEET="Para Hang Lv 1-TNR" FSL="Workstation"

— The Company's Report on Form 6-K filed with the Commission on January 30, 2006;

MARKER FORMAT-SHEET="Para Hang Lv 1-TNR" FSL="Workstation"

— The Company's Report on Form 6-K filed with the Commission on February 14, 2006;

MARKER FORMAT-SHEET="Para Hang Lv 1-TNR" FSL="Workstation"

— The Company's Report on Form 6-K filed with the Commission on March 22, 2006; and

MARKER FORMAT-SHEET="Para Hang Lv 1-TNR" FSL="Workstation"

— The Company’s Report on Form 6-K filed with the Commission on March 24, 2006.

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such documents. Any information contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that information contained in any subsequently filed document which is also deemed to be incorporated by reference herein modifies or supersedes such information.

• 1 -

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Item 4. Description of Securities .

MARKER FORMAT-SHEET="Head Sub 3 Left-TNR" FSL="Workstation"

Not applicable.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Item 5. Interests of Named Experts and Counsel .

MARKER FORMAT-SHEET="Head Sub 3 Left-TNR" FSL="Workstation"

Not applicable.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Item 6. Indemnification of Directors and Officers .

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

The Company is an Israeli company. Israeli law permits a company to insure an officer or director in respect of liabilities incurred by such officer or director as a result of the breach of such person’s duty of care to the company or to another person, or as a result of the breach of such person’s fiduciary duty to the company, to the extent that such person acted in good faith and had reasonable cause to believe that the act would not prejudice the company. A company can also insure an officer or director for monetary liabilities as a result of an act or omission that such person committed in connection with their service as an officer or director.

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

Furthermore, a company can indemnify an officer or director for any of the following in connection with such person’s activities as an officer or director:

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

(a) monetary liability imposed upon such person in favor of other persons pursuant to a court judgment, including a settlement or an arbitrator’s decision approved by a court;

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

(b) reasonable legal costs, including attorneys’ fees, actually incurred by such person as a result of an investigation or proceeding instituted against such person by a competent authority, provided that such investigation or proceeding concludes without the filing of an indictment against such person and either (i) no financial liability was imposed on such person in lieu of criminal proceedings, or (ii) financial liability was imposed on such person in lieu of criminal proceedings but the alleged criminal offense does not require proof of criminal intent; and

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

(c) reasonable legal costs, including attorneys’ fees, actually incurred by such person or imposed upon such person by a court, (i) in an action, suit or proceeding brought against such person by or on behalf of the company or other persons, or (ii) in a criminal action in which such person was acquitted, or (iii) in a criminal action in which such person was convicted and in which proof of criminal intent is not required.

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

Moreover, a company may exculpate a director or officer in advance from liability, in whole or in part, for damages sustained by virtue of a breach of duty of care to the company.

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

The Company’s Articles of Association allow for insurance, indemnification and exculpation of officers or directors to the fullest extent permitted by law. The Company has entered into indemnification, insurance and exculpation agreements with its directors and senior officers, and the entry into such agreements received the prior approval of the Company’s shareholders. The Company has directors’ and officers’ liability insurance covering the directors and officers of the Company and its subsidiaries for certain claims.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Item 7. Exemption from Registration Claimed .

MARKER FORMAT-SHEET="Head Sub 3 Left-TNR" FSL="Workstation"

Not applicable.

• 2 -

MARKER FORMAT-SHEET="Head Major Left Bold-TNR"

Item 8. Exhibits.

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

Number Exhibit Description

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

4.1 2005 Israel Equity Incentive Plan

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

4.2 2005 United States Equity Incentive Plan

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

5.1 Opinion of Naschitz, Brandes & Co., as to the legality of the Ordinary Shares being registered

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

23.1 Consent of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

23.2 Consent of Naschitz, Brandes & Co. (included in Exhibit 5.1)

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

24.1 Power of Attorney (included on the signature page of this Registration Statement)

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Item 9. Undertakings .

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

(a) The undersigned Registrant hereby undertakes:

MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation"

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

MARKER FORMAT-SHEET="Para Indent Lv 1-TNR" FSL="Workstation"

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

MARKER FORMAT-SHEET="Para Indent Lv 1-TNR" FSL="Workstation"

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

MARKER FORMAT-SHEET="Para Indent Lv 1-TNR" FSL="Workstation"

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation"

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation"

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation"

(4) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities:

• 3 -

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Workstation"

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Workstation"

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned Registrant;

MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Workstation"

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Workstation"

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

• 4 -

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

SIGNATURES

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Default"

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 the City of Ramat Gan, State of Israel, on March 21, 2006.

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

Check Point Software Technologies Ltd. BY: /S/ Eyal Desheh —————————————— Eyal Desheh Chief Financial Officer (Principal Accounting and Financial Officer)

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

POWER OF ATTORNEY

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Eyal Desheh with full power of substitution and full power to act without the other, such person’s true and lawful attorney-in-fact and agent to act for such person in such person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof.

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Default"

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 21, 2006.

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

Signature Title

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

/s/ Gil Shwed —————————————— Gil Shwed Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

/s/ Eyal Desheh —————————————— Eyal Desheh Chief Financial Officer (Principal Accounting and Financial Officer)

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

/s/ Marius Nacht —————————————— Marius Nacht Senior Vice President and Vice Chairman of the Board of Directors

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

/s/ Jerry Ungerman —————————————— Jerry Ungerman Vice Chairman of the Board of Directors

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

/s/ Ray Rothrock —————————————— Ray Rothrock Director

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

/s/ David Rubner —————————————— David Rubner Director

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

/s/ Tal Shavit —————————————— Tal Shavit Director

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

/s/ Irwin Federman —————————————— Irwin Federman Director

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

/s/ John Slavitt —————————————— John Slavitt General Counsel, Check Point Software Technologies, Inc. and authorized representative

• 5 -

MARKER FORMAT-SHEET="Head Major Center Bold-TNR"

INDEX TO EXHIBITS

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

Number Exhibit Description

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

4.1 2005 Israel Equity Incentive Plan

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

4.2 2005 United States Equity Incentive Plan

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

5.1 Opinion of Naschitz, Brandes & Co., as to the legality of the Ordinary Shares being registered

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

23.1 Consent of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

23.2 Consent of Naschitz, Brandes & Co. (included in Exhibit 5.1)

MARKER FORMAT-SHEET="Exhibit Index Hang" FSL="Workstation"

24.1 Power of Attorney (included on the signature page of this Registration Statement)

• 6 -