Registration Form • Mar 27, 2025
Registration Form
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Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
Gilat House 21 Yegia Kapayim Street, Kiryat Arye Petah Tikva 4913020, Israel (Address of Principal Executive Offices) (Zip Code)
GILAT SATELLITE NETWORKS LTD. 2008 SHARE INCENTIVE PLAN
(Full title of the plans)
Wavestream Corporation
545 W. Terrace Dr San Dimas, CA 91773
(Name and address of agent for service)
909-599-9080
(Telephone number, including area code, of agent for service)
Copies to:
Steven J. Glusband, Esq. Carter Ledyard & Milburn LLP 2 Wall Street New York, NY 10005 Tel: 212-238-8605
Doron Kerbel, Adv. General Counsel and Corporate Secretary Gilat Satellite Networks Ltd. Gilat House 21 Yegia Kapayim Street Kiryat Arye Petah Tikva 4913020, Israel Tel: 972-3-925-2000
Tuvia J. Geffen, Adv. Naschitz, Brandes, Amir & Co. 5 Tuval Street Tel-Aviv 6789717, Israel Tel: 972 3-623-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ |
|---|---|---|---|
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
This Registration Statement shall become effective immediately upon filing as provided in Rule 462 under the Securities Act of 1933.
Israel Not Applicable
The purpose of this Registration Statement on Form S-8 is to register an additional 1,742,600 Ordinary Shares for issuance under the 2008 Plan.
In accordance with General Instruction E of Form S-8, the contents of the Registrant's Registration Statements on Form S-8 (Files No. 333-180552, 333-187021, 333-204867, 333-210820, 333- 217022, 333-221546, 333-223839, 333-231442, 333-236028, 333-253972, 333-255740, 333-264974 and 333-278082) filed with the Securities and Exchange Commission on April 4, 2012, on March 4, 2013, on June 11, 2015, on April 19, 2016, on March 30, 2017, on November 14, 2017, on March 22, 2018, on May 14, 2019, on January 23, 2020, on March 8, 2021, on May 4, 2021, on May 16, 2022 and on March 20, 2024, respectively, are incorporated herein by reference and the information required by Part II is omitted, except to the extent superseded hereby or supplemented by the information set forth below.
The documents containing the information required in Part I of this Registration Statement have been or will be sent or given to participating employees as specified in Rule 428(b) (1) under the Securities Act, in accordance with the rules and regulations of the United States Securities and Exchange Commission, or the Commission. Such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
The Registrant hereby incorporates by reference the following documents:
In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (prior to filing of a post-effective amendment which indicates that all securities offered have been sold or that deregisters all securities then remaining unsold) shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement 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 a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Petah Tikva, Israel on March 27, 2025.
By: /s/ Amiram Boehm Amiram Boehm Chairman of the Board
Each person whose signature appears below constitutes and appoints Amiram Boehm, Adi Sfadia and Gil Benyamini, and each of them severally, his or her true and lawful attorney-infact, and agent each with power to act with or without the other, and with full power of substitution and resubstitution, to execute in the name of such person, in his capacity as a director or officer of Gilat Satellite Networks Ltd., any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed by the following persons in the capacities indicated on March 27, 2025.
| Signature | Title | ||
|---|---|---|---|
| /s/ Amiram Boehm Amiram Boehm |
Chairman of the Board of Directors | ||
| /s/ Adi Sfadia Adi Sfadia |
Chief Executive Officer (Principal Executive Officer) | ||
| /s/ Gil Benyamini Gil Benyamini |
Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| /s/ Ronit Zalman Malach Ronit Zalman Malach |
Director | ||
| /s/ Ami Shafran Ami Shafran |
Director | ||
| /s/ Amir Ofek Amir Ofek |
Director | ||
| /s/ Aylon (Lonny) Rafaeli Aylon (Lonny) Rafaeli |
Director | ||
| /s/ Elyezer Shkedy Elyezer Shkedy |
Director | ||
| /s/ Dafna Sharir Dafna Sharir |
Director | ||
| Wavestream Corporation | Authorized Representative in the United States | ||
| /s/ Adi Sfadia By: Name: Adi Sfadia, Officer |
|||
| 5 |
EXHIBIT 5
Tel-Aviv, March 27, 2025
Gilat Satellite Networks Ltd. Gilat House 21 Yegia Kapayim Street Kiryat Arye Petah Tikva 4913020, Israel
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on behalf of Gilat Satellite Networks Ltd., a company organized under the laws of the State of Israel (the "Company"), relating to 1,742,600 of the Company's Ordinary Shares, par value NIS 0.20 per share (the "Shares"), issuable under the Company's 2008 Share Incentive Plan, as amended (the "Plan").
As Israeli counsel to the Company, we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purpose of our opinion. Upon the basis of such examination, we are of the opinion that, the Shares, when issued and sold pursuant to the terms of the Plan and the grants thereunder, will be legally and validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to Israeli law, and we do not express any opinion as to the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Naschitz, Brandes, Amir & Co., Advocates Naschitz, Brandes, Amir & Co., Advocates
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2008 Share Incentive Plan of Gilat Satellite Networks Ltd. of our reports dated March 27, 2025, with respect to the consolidated financial statements of Gilat Satellite Networks Ltd. and the effectiveness of internal control over financial reporting of Gilat Satellite Networks Ltd. included in its Annual Report (Form 20-F) for the year ended December 31, 2024, 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 27, 2025
(Form Type)
| Security Type | Security Class Title Fee Calculation Rule | Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share(2) |
Maximum Aggregate Offering Price(2) |
Fee Rate | Amount of Registration Fee |
|
|---|---|---|---|---|---|---|---|
| Equity | Ordinary shares, par value NIS 0.20 per share, reserved for issuance pursuant to the 2008 Share Incentive Plan |
Rule 457(c) and Rule 457(h) |
1,742,600 | \$6.685 (1) | \$11,649,281 | \$0.0001531 | \$1,783.5 (1) |
| Total Offering Amounts | \$11,649,281 | \$1,783.5 | |||||
| Total Fee Offsets | - | ||||||
| Net Fee Due | \$1,783.5 |
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover any additional ordinary shares, par value NIS 0.20 per share, of the Registrant that become issuable under the Gilat Satellite Networks Ltd. 2008 Share Incentive Plan (the "2008 Plan") by reason of any share dividend, share split, recapitalization or similar transaction effected without the Registrant's receipt of consideration that would increase the number of outstanding ordinary shares
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance under the 2008 Plan are based on the average of the high (\$6.82) and low (\$6.55) prices of ordinary shares on the NASDAQ Global Select Market on March 24, 2025.
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