RADWARE LTD — Registration Form 2009

Sep 9, 2009

S-8 1 zk97227.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: \Backup\edgar filing\Radware Ltd\97227\a97227.eep Control Number: 97227 Rev Number: 1 Client Name: Radware Ltd Project Name: S-8 Firm Name: Zadok-Keinan Ltd S-8 MARKER FORMAT-SHEET="Scotch Rule Top-TNR" FSL="Workstation"

As filed with the Securities and Exchange Commission on September 9, 2009 Registration No. _______

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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

RADWARE LTD. (Exact name of registrant as specified in its charter)

Israel	None
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

22 Raoul Wallenberg Street Tel Aviv 69710, Israel 972-3-766-8666 (Address of Principal Executive Offices; Zip Code)

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

Radware Ltd. Key Employee Share Incentive Plan (1997) (Full Title of the Plan)

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

Roy Zisapel Radware, Inc. 575 Corporate Drive, Suite 205 Mahwah, New Jersey 07430 (Name and Address of Agent for Service) (201) 512-9771 (Telephone Number, Including Area Code, of Agent for Service) Copies of all communications, including all communications sent to the agent for service, should be sent to: Ido Zemach, Adv. Goldfarb, Levy, Eran, Meiri, Tzafrir & Co. Amot Investment Tower 2 Weizmann Street Tel Aviv 64239, Israel Fax: (+972 3) 608-9908

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

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

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

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered					Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (3)
Ordinary Shares, par
value NIS 0.10 per share	108,743	$	15.22	(1)	$ 1,655,068	$ 92.35
Ordinary Shares, par
value NIS 0.10 per share	225,750	$	13.74	(1)	$ 3,101,805	$ 173.08
Ordinary Shares, par
value NIS 0.10 per share	232,850	$	10.64	(1)	$ 2,477,524	$ 138.25
Ordinary Shares, par
value NIS 0.10 per share	331,550	$	8.85	(1)	$ 2,934,218	$ 163.73
Ordinary Shares, par
value NIS 0.10 per share	127,500	$	6.31	(1)	$ 804,525	$ 44.89
Ordinary Shares, par
value NIS 0.10 per share	402,000	$	6.15	(1)	$ 2,472,300	$ 137.95
Ordinary Shares, par
value NIS 0.10 per share	242,750	$	6.31	(1)	$ 1,531,753	$ 85.47
Ordinary Shares, par
value NIS 0.10 per share	540,000	$	8.78	(1)	$ 4,741,200	$ 264.56
Ordinary Shares, par
value NIS 0.10 per share	421,000	$	8.99	(1)	$ 3,784,790	$ 211.19
Total	2,632,143	(2)	N/A		$ 23,503,182	$ 1,311.48

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

(1) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”), in the case of Ordinary Shares purchasable upon exercise of outstanding options, the proposed maximum offering price is the exercise price provided for in the relevant option.

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

(2) Plus such number of ordinary shares of the Registrant, as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act.

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

(3) Calculated pursuant to Section 6(b) of the Securities Act as follows: proposed maximum aggregate offering price multiplied by 0.00005580.

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

This Registration Statement shall become effective immediately upon filing as provided in Rule 462 under the Securities Act of 1933.

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

RADWARE LTD. REGISTRATION STATEMENT ON FORM S-8

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

REGISTRATION OF ADDITIONAL SECURITIES

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

This Registration Statement is filed by Radware Ltd. (the “Registrant” or “we”) in accordance with the provisions of General Instruction E to Form S-8 for the purpose of registering an additional 2,632,143 ordinary shares, par value NIS 0.10 per share, of the Registrant, which are reserved for offer and sale under the Radware Ltd. 1997 Key Employee Share Incentive Plan (the “Plan”). The contents of the Registrant’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission (the “Commission”) on August 15, 2001 (File No. 333-13818); Post-Effective Amendment No. 1 to Registration Statement on Form S-8 as filed with the Commission on June 10, 2003 (File No. 333-13818); Registration Statement on Form S-8 as filed with the Commission on April 21, 2004 (File No. 333-114668); and Registration Statement on Form S-8 as filed with the Commission on June 22, 2006 (File No. 333-135218); all of which were filed to register ordinary shares for issuance under the Plan, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

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

PART II

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

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

MARKER FORMAT-SHEET="Head Left-TNR" FSL="Default"

Item 8. Exhibits .

Exhibit Number	Description
1.2	Articles of Association, as amended*
5	Opinion of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
23.1	Consent of Kost, Forer, Gabbay & Kasierer (a Member of Ernst & Young Global), Independent Registered Public Accounting Firm
23.2	Consent of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co. (included in Exhibit 5 above).
24	Power of Attorney (contained in Signature Page hereto).

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

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

• Filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2000, filed with the Commission on May 18, 2001, and incorporated herein by reference. An amendment thereto was filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2005, filed with the Commission on April 26, 2006, and incorporated herein by reference.

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

SIGNATURES

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

Pursuant to the requirements of the Securities Act, 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 9 day of September, 2009.

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

RADWARE LTD. By: /s/ Roy Zisapel —————————————— Roy Zisapel CEO & President

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

POWER OF ATTORNEY

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

KNOW ALL PERSONS BY THESE PRESENTS:

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

That the undersigned officers and directors of Radware Ltd., an Israeli corporation, do hereby constitute and appoint Roy Zisapel, President and Chief Executive Officer, and Meir Moshe, Chief Financial Officer, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below in this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

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

IN WITNESS WHEREOF , each of the undersigned has executed this Power of Attorney as of the date indicated.

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

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Orna Berry	Interim Chairperson of the Board of Directors	September 9, 2009
Orna Berry
/s/ Roy Zisapel	Chief Executive Officer, President and Director	September 9, 2009
Roy Zisapel	(Principal Executive Officer)
/s/ Meir Moshe	Chief Financial Officer	September 9, 2009
Meir Moshe	(Principal Financial and Accounting Officer)
/s/ Yehuda Zisapel	Director	September 9, 2009
Yehuda Zisapel
/s/ Colin Green	Director	September 9, 2009
Colin Green

Signature	Title	Date
/s/ Yael Langer	Director	September 9, 2009
Yael Langer
/s/ Avraham Asheri	Director	September 9, 2009
Avraham Asheri
/s/ Hagen Hultzsch	Director	September 9, 2009
Hagen Hultzsch

Authorized Representative in the United States
RADWARE INC.
By: /s/ Roy Zisapel	September 9, 2009
Name: Roy Zisapel

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

EXHIBIT INDEX

Exhibit Number	Description
1.2	Articles of Association, as amended*
5	Opinion of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
23.1	Consent of Kost, Forer, Gabbay & Kasierer (a Member of Ernst & Young Global), Independent Registered Public Accounting Firm
23.2	Consent of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co. (included in Exhibit 5 above).
24	Power of Attorney (contained in Signature Page hereto).

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

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

• Filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2000, filed with the Commission on May 18, 2001, and incorporated herein by reference. An amendment thereto was filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2005, filed with the Commission on April 26, 2006, and incorporated herein by reference.