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RADWARE LTD — Registration Form 2017
Jun 27, 2017
32120_rf_2017-06-27_6a38f0db-6671-4038-a5af-9f9f770ea4d8.zip
Registration Form
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S-8 1 zk1720187.htm S-8 Licensed to: ZKG Document created using EDGARfilings PROfile 4.2.1.0 Copyright 1995 - 2017 Summit Financial Printing, LLC. All rights reserved.
As filed with the Securities and Exchange Commission on June 27, 2017 Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RADWARE LTD.
(Exact name of registrant as specified in its charter)
Israel (State or Other Jurisdiction of Incorporation or Organization) None (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)
Radware Ltd. Key Employee Share Incentive Plan (1997)
(Full Title of the Plan)
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 Seligman & Co.
Ampa Tower 98 Yigal Alon Street Tel Aviv 6789141, Israel
Fax: (+972 3) 608-9908
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 ☐ | Smaller reporting company ☐ |
| (Do not check if a 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 . ☐
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered — Ordinary Shares, par value NIS 0.05 per share | 21,072 | (1) | Proposed Maximum Offering Price Per Share — $ 12.46 | (2) | Proposed Maximum Aggregate Offering Price — $ 262,557.12 | Amount of Registration Fee — $ 30.43 | (4) |
|---|---|---|---|---|---|---|---|
| Ordinary Shares, par value NIS 0.05 per share | 50,000 | (1) | $ 13.00 | (2) | $ 650,000 | $ 75.34 | (4) |
| Ordinary Shares, par value NIS 0.05 per share | 60,000 | (1) | $ 13.43 | (2) | $ 805,800 | $ 93.39 | (4) |
| Ordinary Shares, par value NIS 0.05 per share | 572,600 | (1) | $ 13.35 | (2) | $ 7,644,210 | $ 885.96 | (4) |
| Ordinary Shares, par value NIS 0.05 per share | 60,000 | (1) | $ 14.38 | (2) | $ 862,800 | $ 100 | (4) |
| Ordinary Shares, par value NIS 0.05 per share | 421,800 | (1) | $ 14.70 | (2) | $ 6,200,460 | $ 718.63 | (4) |
| Ordinary Shares, par value NIS 0.05 per share | 120,000 | (1) | $ 14.68 | (2) | $ 1,761,600 | $ 204.17 | (4) |
| Ordinary Shares, par value NIS 0.05 per share | 193,750 | (1) | $ 15.17 | (2) | $ 2,939,187.50 | $ 340.65 | (4) |
| Ordinary Shares, par value NIS 0.05 per share | 328,031 | (1) | $ 17.88 | (3) | $ 5,865,194.28 | $ 679.78 | (4) |
| Total | 1,827,253 | (1) | N/A | $ 26,991,809 | $ 3,128.35 | (4) |
(1) Plus such number of Ordinary Shares, par value NIS 0.05 per share (the "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 of 1933, as amended (the "Securities Act").
(2) Pursuant to Rule 457(c) and (h) under 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.
(3) Estimated in accordance with Rules 457(c) and 457(h)(1) promulgated under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Ordinary Shares as reported on the Nasdaq Global Select Market on June 20, 2017, a date within 5 business days prior to the filing of this Registration Statement.
(4) Calculated pursuant to Section 6 of the Securities Act as follows: proposed maximum aggregate offering price multiplied by 0.0001159.
This Registration Statement shall become effective immediately upon filing as provided in Rule 462 under the Securities Act of 1933.
REGISTRATION OF ADDITIONAL SECURITIES
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 1,827,253 ordinary shares, par value NIS 0.05 per share, of the Registrant, which are reserved for offer and sale under the Radware Ltd. 1997 Key Employee Share Incentive Plan, as amended and restated (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); Registration Statement on Form S-8 as filed with the Commission on June 22, 2006 (File No. 333-135218); Registration Statement on Form S-8 as filed with the Commission on September 9, 2009 (File No. 333-161796); Registration Statement on Form S-8 as filed with the Commission on May 10, 2010 (File No. 333-166674); Registration Statement on Form S-8 as filed with the Commission on December 30, 2013 (File No. 333-193124); and Registration Statement on Form S-8 as filed with the Commission on July 21, 2016 (File No. 333-212608); 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Number Description
4.1 Radware Ltd. Key Employee Share Incentive Plan (1997), as amended and restated (A)
4.2 2010 Addendum to Radware Ltd. Key Employee Share Incentive Plan (1997) (B)
5.1 Opinion of Goldfarb Seligman & Co.
23.1 Consent of Goldfarb Seligman & Co. (included in Exhibit 5.1 above).
23.2 Consent of Kost, Forer, Gabbay & Kasierer (a Member of Ernst & Young Global), Independent Registered Public Accounting Firm.
24.1 Power of Attorney (contained in Signature Page hereto).
(A) Filed as Exhibit 4.6 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2012, filed with the Commission on March 28, 2013, and incorporated herein by reference.
(B) Filed as Exhibit 4.8 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2009, filed with the Commission on April 29, 2010, and incorporated herein by reference.
SIGNATURES
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 27th day of June , 2017.
| RADWARE LTD. | |
|---|---|
| By: | /s/ Roy Zisapel |
| Name: Roy Zisapel | |
| Title: CEO & President |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
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 Doron Abramovitch, 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.
IN WITNESS WHEREOF , each of the undersigned has executed this Power of Attorney as of the date indicated.
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 |
|---|---|---|
| Chairman of the Board of Directors | _________, 2017 | |
| Yehuda Zisapel | ||
| /s/ Roy Zisapel | Chief Executive Officer, President and Director (Principal Executive Officer) | June 27, 2017 |
| Roy Zisapel | ||
| /s/ Doron Abramovitch | Chief Financial Officer (Principal Financial and Accounting Officer) | June 27, 2017 |
| Doron Abramovitch | ||
| /s/ David Rubner | Director | June 27, 2017 |
| David Rubner | ||
| /s/ Yair Tauman | Director | June 27, 2017 |
| Yair Tauman | ||
| /s/ Yael Langer | Director | June 27, 2017 |
| Yael Langer | ||
| /s/ Joel Maryles | Director | June 27, 2017 |
| Joel Maryles | ||
| /s/ Avraham Asheri | Director | June 27, 2017 |
| Avraham Asheri | ||
| Authorized Representative in the United States RADWARE INC. By: /s/ Roy Zisapel Name: Roy Zisapel | June 27, 2017 |
EXHIBIT INDEX
Exhibit Number Description
4.1 Radware Ltd. Key Employee Share Incentive Plan (1997), as amended and restated (A)
4.2 2010 Addendum to Radware Ltd. Key Employee Share Incentive Plan (1997) (B)
5.1 Opinion of Goldfarb Seligman & Co.
23.1 Consent of Goldfarb Seligman & Co. (included in Exhibit 5.1 above).
23.2 Consent of Kost, Forer, Gabbay & Kasierer (a Member of Ernst & Young Global), Independent Registered Public Accounting Firm.
24.1 Power of Attorney (contained in Signature Page hereto).
(A) Filed as Exhibit 4.6 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2012, filed with the Commission on March 28, 2013, and incorporated herein by reference.
(B) Filed as Exhibit 4.8 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2009, filed with the Commission on April 29, 2010, and incorporated herein by reference.