COMPUGEN LTD — Regulatory Filings 2010

Jan 21, 2010

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As filed with the Securities and Exchange Commission on January 21, 2010

Registration No. 333-161241

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM F-3

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

Compugen Ltd.

(Exact name of registrant as specified in its charter)

| Israel | Not Applicable | | --- | --- | | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |

72 Pinchas Rosen Street,

Tel Aviv, 69512 Israel

972-3-765-8585

(Address and telephone number of registrant’s principal executive offices)

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Dikla Czaczkes Axselbrad,

Chief Financial Officer

Compugen Ltd.,

72 Pinchas Rosen Street,

Tel Aviv, 69512 Israel

Phone: +972-3-765-8585

Fax: +972-3-765-8555

(Name, address, and telephone number of agent for service)

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Copies to:

Richard H. Gilden, Esq. Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036 Tel: 212-715-9486 Fax: 212-715-8085 Raanan Lerner, Adv. Meitar Liquornik Geva & Leshem Brandwein, Law Offices 16 Abba Hillel Rd., Ramat Gan 52506, Israel Tel: +972-3-6103655 Fax: +972-3-6103767

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form F-3 (Registration No. 333-161241), as amended (the “Registration Statement”), originally filed by Compugen Ltd. (the “Registrant”) on August 11, 2009, amends the Registration Statement to deregister all securities under the Registration Statement that remain unsold. The Registrant has terminated all offerings of securities under the Registration Statement.

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 F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the city of Tel Aviv, Israel, on January 21, 2010.

| COMPUGEN

LTD.
By:	/s/ ANAT
COHEN-DAYAG
	Name:
Anat Cohen-Dayag
	Title:
President and Co-Chief Executive Officer

By:
Name:
Martin Gerstel
Title:
Co-Chief Executive Officer

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	Title	Date
/s/ ANAT COHEN-DAYAG Anat
Cohen-Dayag	President
and Co- Chief Executive
Officer (Principal
Executive Officer)	January
21, 2010
/s/ MARTIN GERSTEL Martin
Gerstel	Co-Chief
Executive Officer and Director (Principal
Executive Officer)	January
21, 2010
/s/
DIKLA CZACZKES AXSELBRAD Dikla
Czaczkes Axselbrad	Chief
Financial Officer (Principal
Accounting Officer)	January
21, 2010

Signature	Title	Date
/s/ ANAT COHEN-DAYAG*	Chairman
of the Board of Directors	January
21, 2010
Dov
Hershberg
/s/ ANAT COHEN-DAYAG*	Director	January
21, 2010
Yair
Aharonowitz
/s/ ANAT
COHEN-DAYAG *	Director	January
21, 2010
Ruth
Arnon
/s/ ANAT COHEN-DAYAG*	Director	January
21, 2010
Alex
Kotzer
/s/ ANAT COHEN-DAYAG*	Director	January
21, 2010
Arie
Ovadia
/s/ ANAT COHEN-DAYAG*	Director	January
21, 2010
Joshua
Shemer
* /s/ ANAT COHEN-DAYAG		January
21, 2010
By:
Anat Cohen-Dayag
( Attorney-in-fact )