CHECK POINT SOFTWARE TECHNOLOGIES LTD — Regulatory Filings 2006

Apr 3, 2006

S-8 POS 1 zk62369.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: \Backup\office\EDGAR Filing\Check Point Software Technologies Ltd\62367\a62367.eep Control Number: 62367 Rev Number: 1 Client Name: Check Point Software Technologies Ltd Project Name: S-8 POS Firm Name: Zadok-Keinan Ltd S-8 POS

As filed with the Securities and Exchange Commission on April 3, 2006 Registration No. 333-114489

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

Israel	Israel	94-3229135
(Jurisdiction of Incorporation or Organization)	(Address of principal executive offices, including zip code)	(IRS Employer Identification Number)

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Zone Labs, Inc. 1998 Stock Option Plan (Full title of the plans)

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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

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DEREGISTRATION OF SHARES

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This post-effective amendment relates to Check Point Software Technologies Ltd.‘s (the “Registrant”) Registration Statement on Form S-8 (Registration No. 333-114489) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2004, relating to 2,847,318 Ordinary Shares, nominal value 0.01 New Israeli Shekels per share (the “Shares”), of the Registrant reserved for issuance under the Zone Labs, Inc. 1998 Stock Option Plan (the “Zone Labs Plan”). Of the 2,847,318 Shares registered in connection with the Zone Labs Plan, 309,043 Shares have not been issued and are not subject to future issuance under the Zone Labs Plan. This post-effective amendment to the Registration Statement (the “Post-Effective Amendment”) is hereby filed to deregister an aggregate of 309,043 Shares previously registered that have not been issued and will not in the future be issued under the Zone Labs Plan.

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Prior to the filing of this Post-Effective Amendment, the Board of Directors and the shareholders of the Registrant approved and adopted the 2005 Israel Equity Incentive Plan and the 2005 United States Equity Incentive Plan (the “2005 Plans”). Pursuant to Instruction E of Form S-8 and the telephonic interpretation of the SEC in the Division of Corporate Finance’s Manual of Publicly Available Telephone Interpretations, dated July 1997 (see G. Securities Act Forms, number 89), the 309,043 Shares deregistered by this Post-Effective Amendment, and the filing fee paid in connection with the initial registration of such Shares, will be carried forward to the registration statement on Form S-8 filed on or about the date hereof in connection with the registration of Shares that may be issued under the 2005 Plans. However, Shares previously registered under the Registration Statement that are not being deregistered hereby remain subject to outstanding options granted under the Registrant’s Zone Labs Plan. Accordingly, the Registration Statement will remain in effect to cover the potential exercise of such outstanding options.

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SIGNATURES

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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 Post-Effective Amendment to Registration Statement on Form S-8 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.

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

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POWER OF ATTORNEY

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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.

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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.

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Signature Title

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

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

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

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

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

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

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

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

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