Perion Network — Regulatory Filings 2013

Nov 18, 2013

As filed with the Securities and Exchange Commission on November 18, 2013

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PERION NETWORK LTD.

(Exact name of registrant as specified in its charter)

Israel

(State or other jurisdiction of incorporation or organization)

4 HaNechoshet Street, Tel Aviv, Israel

(Address of Principal Executive Offices)

Not Applicable

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

69710

(Zip Code)

EQUITY INCENTIVE PLAN

(Full title of the plan)

Perion Network Ltd.

c/o

Smilebox Inc.

15809 Bear Creek Parkway, Suite 320

Redmond, Washington 98052

(Name and address of agent for service)

Phone: (425)-881-9475

(Telephone number, including area code, of agent for service)

Copy to:

Adam M. Klein, Adv.

Goldfarb, Seligman & Co.

98 Yigal Alon Street

Tel-Aviv 6789141, Israel

Tel: (972) 3-608-9999

Fax: (972) 3-608-9909

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Non-accelerated filer ☑

Accelerated filer ☐

Smaller reporting company ☐

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (3)
Ordinary Shares of Perion Network Ltd. (par value NIS 0.01) (“Ordinary Shares”)	200,000	$ .0029(2)	$ 580	$ 0.08(4)

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-8 (this "Registration Statement") shall also cover any additional Ordinary Shares which become issuable under the Equity Incentive Plan, as amended, formerly known as the 2003 Israeli Share Option Plan (the "Plan") of Perion Network Ltd. (the "Company" or the "Registrant"), by reason of any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding Ordinary Shares of the Company as a result of share splits, share dividends and antidilution provisions.

(2) Calculated pursuant to Rule 457(h)(1) under the Securities Act. The Proposed Maximum Offering Price Per Share is NIS 0.01 (which, is equal to $0.0028 based on the exchange rate between the NIS and the U.S. dollar, as published by the Bank of Israel on November 15, 2013), the purchase price of each restricted share unit to be granted under the Plan.

(3) Rounded up to the nearest cent.

(4) Calculated pursuant to Section 6 of the Securities Act as follows: proposed maximum aggregate offering price multiplied by 0.0001288.

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EXPLANATORY NOTE

A Registration Statement was filed with the Securities and Exchange Commission (the "Commission") on May 10, 2006 (File No. 333-133968) (the "First S-8") to register under the Securities Act 1,368,000 Ordinary Shares to be offered and sold pursuant to the Plan. A second Registration Statement was filed with the Commission on June 30, 2008 (File No. 333-152010) (the "Second S-8") to register under the Securities Act an additional 1,000,000 Ordinary Shares to be offered and sold pursuant to the Plan. A third Registration Statement was filed with the Commission on January 20, 2011 (File No. 333-171781) (the "Third S-8") to register under the Securities Act an additional 1,000,000 Ordinary Shares to be offered and sold pursuant to the Plan. A fourth Registration Statement was filed with the Commission on May 20, 2013 (File No. 333-188714) (the "Fourth S-8", and together with the First S-8, the Second S-8 and the Third S-8, the "Prior Registration Statements") to register under the Securities Act an additional 1,000,000 Ordinary Shares to be offered and sold pursuant to the Plan.

This Registration Statement has been prepared and filed pursuant to General Instruction E to Form S-8 for the purpose of effecting the registration under the Securities Act of an additional 200,000 Ordinary Shares, to be offered and sold pursuant to the Plan from time to time.

Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements related to the Plan are incorporated by reference herein and made a part of this Registration Statement, except as amended hereby.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are hereby incorporated by reference in this Registration Statement:

(a) The Registrant's Annual Report on Form 20-F/A for the fiscal year ended December 31, 2012, filed with the Commission on April 29, 2013;

(b) All reports filed or submitted by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 2012, only with respect to the information that such reports identify as being incorporated by reference into previously filed registration statements, if any; and

(c) The description of our ordinary shares set forth in the Prospectus, dated January 30, 2006, contained in the Company's registration statement on Form F-1/A (No. 333-129246) filed with the Commission on January 30, 2006, including any other amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, and any reports on Form 6-K subsequently submitted by the Company to the Commission during such period (or portions thereof) that are identified in such forms as being incorporated into this Registration Statement, shall be deemed to be incorporated by reference into this Registration Statement and to be part thereof from the respective dates of filing of such documents. Any statement contained in this Registration Statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

See Exhibit Index, which is incorporated herein by reference.

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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 the City of Tel Aviv, State of Israel on this 18th day of November 2013.

Perion Network Ltd.

By: /s/ Yacov Kaufman

Name: Yacov Kaufman

Title: Chief Financial Officer

POWER OF ATTORNEY

Know all persons by these presents, that each person whose signature appears below, constitutes and appoints each of Josef Mandelbaum and Yacov Kaufman as his or her true and lawful attorney-in-fact and agent, upon the action of such appointee, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys-in-fact and agents may deem necessary or advisable in order to enable Perion Network Ltd. to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing with the Commission of this Registration Statement under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

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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 and on the date indicated.

Signature	Title	Date
/s/ Josef Mandelbaum
Josef Mandelbaum	Chief Executive Officer and Director
(principal executive officer)	November 18, 2013
/s/ Yacov Kaufman
Yacov Kaufman	Chief Financial Officer
(principal financial and accounting officer)	November 18, 2013
/s/ Tamar Gottlieb
Tamar Gottlieb	Chairperson and Director	November 18, 2013
Adi Soffer Teeni	Director
/s/ David Jutkowitz
David Jutkowitz	Director	November 18, 2013
/s/ Alan Gelman
Alan Gelman	Director	November 18, 2013
/s/ Iris Beck
Iris Beck	Director	November 18, 2013
/s/ Avichay Nissenbaum
Avichay Nissenbaum	Director	November 18, 2013
Authorized Representative
in the United States:
Smilebox Inc.
By: Yacov Kaufman
Name: Yacov Kaufman
Title: Director		November 18, 2013

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EXHIBIT INDEX

Description

5.1 Opinion of Goldfarb Seligman & Co. 23.1 Consent of Goldfarb Seligman & Co. (included in Exhibit 5.1). 23.2 Consent of Kost Forer Gabbay & Kasierer, Member of Ernst & Young Global. 24.1 Power of Attorney (included in the signature pages hereof). 99.1 The Registrant’s Equity Incentive Plan and the U.S. Addendum to such plan (incorporated by reference to Exhibit 99.9 of the Company’s Report on Form 6-K, filed with the Commission on October 15, 2013).

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Exhibit 5.1

OPINION OF COUNSEL

Goldfarb Seligman & Co. Electra Tower 98 Yigal Alon Street Tel Aviv 6789141, Israel

November 18, 2013

Perion Network Ltd. 4 HaNechoshet Street Tel Aviv 69710 Israel

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 Perion Network Ltd. (the "Company"), relating to an additional 200,000 of the Company's Ordinary Shares, par value NIS 0.01 per share (the "Shares"), issuable upon the conversion of restricted share units (RSUs) to be granted under the Company's Equity Inventive Plan, as amended, formerly known as the 2003 Israeli Share Option 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 and, as to matters of fact, the accuracy of all statements and representations made by 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 qualifications stated herein, we advise you, that in our opinion, the Shares, when issued upon the conversion of RSUs in accordance with the Plan, will be duly authorized, 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.

Sincerely,

/s/ Goldfarb Seligman & Co. Goldfarb Seligman & Co.

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Perion Network Ltd. for the registration of an additional 200,000 of its ordinary shares under its Equity Incentive Plan (formerly known as the 2003 Israeli Share Option Plan) of our report dated April 29, 2013, with respect to the consolidated financial statements of Perion Network Ltd. and its subsidiaries included in its Annual Report on Form 20-F/A for the year ended December 31, 2012, filed with the Securities and Exchange Commission on April 29, 2013.

Tel Aviv, Israel November 18, 2013

// KOST FORER GABBAY & KASIERER KOST FORER GABBAY & KASIERER A member of Ernst & Young Global