As
filed with the Securities and Exchange Commission on February 14,
2008
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Allot
Communications Ltd.
(Exact
Name of Registrant as specified in its charter)
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Israel
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Not
Applicable
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(State
or other jurisdiction of
incorporation or organization) |
(I.R.S.
Employer Identification No.)
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22
Hanagar Street, Neve Ne’eman Industrial
Zone B, Hod-Hasharon 45240, Israel |
Not
Applicable
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(Address
of principal executive offices)
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(Zip
Code)
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2006
Incentive Compensation Plan
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(Full
title of the Plan)
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Allot
Communications, Inc.
7664
Golden Triangle Drive
Eden
Prairie, MN 55344
(952)
944-3100
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent
for Service)
Copies
of
communications to:
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Colin
J. Diamond, Esq.
White
& Case LLP
1155
Avenue of the Americas
New
York, New York
Tel:
(212) 819-8200
Fax:
(212) 354-8113
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Doron
Faibish, Adv.
General
Counsel & Corporate Secretary
Allot
Communications Ltd.
22
Hanagar Street
Hod-Hasharon
45240
Israel
Tel:
+972 (9) 762-8419
Fax:
+972 (9) 744-3626
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CALCULATION
OF REGISTRATION FEE
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Title
of Securities Being Registered
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Amount
to
be Registered
(1) |
Proposed Maximum
Offering Price
Per
Share (2)
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Proposed Maximum
Aggregate Offering
Price
(2)
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Amount
of
Registration Fee
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|||||||||
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Ordinary
shares, par value NIS0.10 per share
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770,289
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$
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2.985
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$
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2,299,313
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$
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91
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|||||
| (1) |
This
Registration Statement covers the aggregate number of ordinary shares
which may be sold upon the exercise of options which may be granted
under
the 2006 Incentive Compensation Plan. Pursuant to Rule 416, this
Registration Statement shall also be deemed to cover an indeterminate
number of additional ordinary shares in the event the number of
outstanding shares of Allot Communications Ltd. is increased by stock
split, stock divided and/or similar
transactions.
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| (2) |
Pursuant
to Rule 457(c) and (h)(1), the proposed maximum offering price per
share
and the proposed maximum aggregate offering price have been calculated
on
the basis of the average of the high and low prices ($3.14 and $2.83)
of
the Registrant’s ordinary shares as quoted on The Nasdaq Global Market on
February 13, 2008.
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EXPLANATORY
NOTE
The
purpose of this Registration Statement on Form S-8 (this “Registration
Statement”) is for Allot Communications Ltd. (the “Registrant”) to register an
additional 770,289 Ordinary Shares for issuance under the 2006 Compensation
Incentive Plan.
In
accordance with General Instruction E of Form S-8, the contents of the
Registrant’s Registration Statement on Form S-8 (File No. 333-140701), filed
with the Securities and Exchange Commission (the “SEC”) on February 14, 2007,
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
3. Incorporation
of Documents by Reference
The
Registrant hereby incorporates by reference into this Registration Statement
the
following documents previously filed with the SEC:
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(a)
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the
Registrant’s annual report on Form 20-F for the fiscal year ended December
31, 2006 (File No. 001-33129), filed with the SEC on June 28, 2007;
and
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(b)
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the
description of the Registrant’s ordinary shares contained in Item 1 of the
Registration Statement on Form 8-A (File No. 001-33129) filed with
the SEC
on November 3, 2006.
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Item
8. Exhibits
The
exhibits listed on the exhibit index at the end of this Registration Statement
are included in this 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 S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Hod Hasharon,
Israel on February 14, 2008.
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ALLOT
COMMUNICATIONS LTD.
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By:
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/s/ Doron Arazi | |
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Name:
Doron Arazi
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Title:
Chief Financial Officer
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POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Allot
Communications Ltd., a company organized under the laws of the State of Israel,
do hereby constitute and appoint Rami Hadar and Doron Arazi, and each of them
severally, the lawful attorney-in-fact and agent with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorney and agent, determine may be necessary or advisable or required
to
enable said corporation to comply with the Securities Act of 1933, and any
rules
or regulations or requirements of the SEC 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 to 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.
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 dates
indicated:
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Signature
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Title
of Capacities
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Date
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/s/
Rami Hadar
Rami
Hadar
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Director,
Chief Executive Officer and President (Principal Executive
Officer)
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February
12, 2008
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/s/
Doron Arazi
Doron
Arazi
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Chief
Financial Officer (Principal Financial Officer)
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February
12, 2008
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/s/
Yigal Jacoby
Yigal
Jacoby
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Chairman
of the Board of Directors
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February
12, 2008
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/s/
Yossi Sela
Yossi Sela |
Director
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February
12, 2008
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/s/
Nurit Benjamini
Nurit Benjamini |
Director
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February
12, 2008
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/s/
Shai Saul
Shai Saul |
Director
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February
12, 2008
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/s/
Steven D. Levy
Steven D. Levy |
Director
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February
12, 2008
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Director
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Dr. Eyal Kishon |
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ALLOT
COMMUNICATIONS, INC.
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United
States Representative
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February
12, 2008
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| By: | /s/ Rami Hadar | ||||
| Name: Rami Hadar | |||||
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Title:
Director, Allot Communications, Inc.
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EXHIBITS
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Number
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Description
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5.1
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Opinion
of Ori Rosen & Co., Israeli counsel to the Registrant, as to the
validity of the ordinary shares (including consent).
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23.1
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Consent
of Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global.
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23.2
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Consent
of Ori Rosen & Co., Israeli counsel to the Registrant (included in
Exhibit 5.1)
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24.1
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Power
of Attorney (included in the signature page to this Registration
Statement).
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99.1
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2006
Incentive Compensation Plan. (1)
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| (1) |
Previously
filed with the Securities and Exchange Commission on October 31,
2006,
pursuant to Exhibit 10.15 of the Registration Statement on Form F-1
of
Allot Communications Ltd. (File No. 333-138313) and incorporated
by
reference herein.
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One
Azrieli Center, Tel Aviv 67021
Israel
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Ori
Rosen*
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Itzhak
Zach
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Tel.
972-3-6074700, Fax. 972-3-6074701
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Keren
Wacht
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Elie
Sprung
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www.rosenlaw.co.il
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Oren
Knobel*
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Hila
Iron
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Ori
Kalechman
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Sharon
Harel
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Galia
Arad**
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Noam
Meir
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Ariel
Frank
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Assaf
Techelet
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*
Also admitted in New York
** Also admitted in Switzerland |
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February
12, 2008
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Ref:
11021030
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Allot
Communications Ltd.
22
Hanagar Street
Neve
Ne’eman Industrial Zone B
Hod
Hasharon 45240
Israel
Ladies
and Gentlemen:
We
refer
to the Registration Statement on Form S-8 (the “Registration Statement”) to be
filed with the United States Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, on behalf of Allot
Communication Ltd., a company organized under the laws of the State of Israel
(the “Company”), relating to up to 770,289 of the Company’s Ordinary Shares,
nominal value NIS 0.10 per share (the “Shares”), issuable under the Allot
Communications Ltd. 2006 Incentive Compensation Plan (the “Plan”).
As
special Israeli counsel to the Company, we have examined such corporate records,
certificates and other documents provided to us by the Company, as we have
considered necessary for the purpose of our opinion. In our examination we
have
assumed the legal capacity of all natural persons, the existence of and
authorization by all non-natural persons (other than the Company), the
genuineness of all signatures, the authenticity of all documents submitted
to us
as originals and the conformity with the originals of all documents submitted
to
us as copies. As to relevant facts material to our opinion, we have relied,
without any independent investigation or verification, upon written or oral
statements of officers and other representatives of the Company and certificates
of public officials.
Upon
the
basis of such examination, we are of the opinion that, when the Shares are
issued and sold pursuant to the terms of the Plan and the grants thereunder,
and
against payment therefor of the exercise price, as determined pursuant to the
terms of the Plan, the Shares will be legally and validly issued, fully paid
and
non-assessable.
The
opinion expressed herein is limited (a) to Israeli law as in force on the date
hereof, and we do not express any opinion as to the laws of any other
jurisdiction, and (b) to the matters stated herein. No opinion is implied or
may
be inferred beyond the matters expressly stated. This opinion letter is
effective only as of its date, and we disclaim any obligation to advise of
any
subsequent change of law or fact.
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 or the rules and regulations of the Commission.
This
opinion shall be governed by the laws of the State of Israel, and exclusive
jurisdiction with respect thereto under all and any circumstances, and under
all
and any proceedings shall be vested only and exclusively with the courts of
Tel
Aviv in the State of Israel. This opinion is rendered to you subject to, based
and in reliance on your agreement to comply with the exclusive choice of law
and
jurisdiction contained herein and to refrain under all and any circumstances
from initiating any proceedings or taking any legal action relating to this
opinion outside the State of Israel.
| Very truly yours, |
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/s/
Ori Rosen & Co.
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| Ori Rosen & Co. |
-2-
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in the Registration Statement on
Form
S-8 pertaining to the 2006 Compensation Incentive Plan of Allot Communications
Ltd., of our report dated June 28, 2007, with respect to the consolidated
financial statements of Allot Communications Ltd. included in its annual report
on Form 20-F for the year ended December 31, 2006, filed with the Securities
and
Exchange Commission.
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/s/
KOST FORER GABBAY & KASIERER
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Tel
Aviv, Israel
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KOST
FORER GABBAY & KASIERER
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February
12, 2008
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A
Member of Ernst & Young Global
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