UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
20-F/A
(Amendment
No. 1)
(Mark
One)
|
|
¨
|
REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
|
OR
|
|
|
T
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended December 31, 2008
|
OR
|
|
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
OR
|
|
|
¨
|
SHELL
COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
Date
of event requiring this shell company report………………………………….
For
the transition period from ______ to ______
Commission
File Number 001-33129
ALLOT
COMMUNICATIONS LTD.
(Exact
Name of Registrant as specified in its charter)
ISRAEL
(Jurisdiction
of incorporation or organization)
22
Hanagar Street
Neve
Ne’eman Industrial Zone B
Hod-Hasharon
45240
Israel
(Address
of principal executive offices)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
None
Securities
registered or to be registered pursuant to Section 12(g) of the
Act:
Ordinary
shares
NIS 0.10 par value per
share
Title of
Class
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of December 31, 2008: 22,067,117 ordinary shares, NIS 0.10 par
value per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act
Yes £ No
T
If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
Yes £ No
T
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes T No
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check
one):
|
Large
accelerated filer £
|
Accelerated
filer £
|
Non-accelerated
filer T
|
Indicate
by check mark basis of accounting the registrant has used to prepare the
financial statements included in this filing:
|
U.S.
GAAP T
|
International Financial Reporting Standards as
issued
by the International Accounting Standards Board
£
|
Other £
|
If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to
follow.
Item 17
¨ Item 18 ¨
If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act):
Yes £ No
T
EXPLANATORY
NOTE
This
Amendment No. 1 to the Annual Report on Form 20-F is being filed solely to file
Exhibit 14.2 to the Annual Report previously filed on May 7, 2009.
PART
III
ITEM
19: Exhibits
See
exhibit index incorporated herein by reference.
1
SIGNATURES
The
registrant certifies that it meets all of the requirements for filing on Form
20-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
Allot
Communications Ltd.
|
|||
|
|
|||
|
|
By:
|
/s/ Rami Hadar | |
|
Rami
Hadar
|
|||
|
Chief
Executive Officer and President
|
|||
Dated:
December 18, 2009
2
ANNUAL
REPORT ON FORM 20-F
INDEX
OF EXHIBITS
|
Number
|
Description
|
|
1.1
|
Articles
of Association of the Registrant (1)
|
|
1.2
|
Certificate
of Name Change (1)
|
|
2.1
|
Specimen
Share Certificate (1)
|
|
2.2
|
Second
Amended and Restated Investors Rights Agreement, dated October 26, 2006,
by and among the parties thereto and the Registrant (1)
|
|
3.1
|
Escrow
Agreement, dated January 28, 1998 by and among Yigal Jacoby, Ravillan
Benzur & Co., Law Offices and the Registrant; Escrow Letter of
Resignation and Appointment, dated January 31, 2004 by and among Yigal
Jacoby, Yolovelsky, Dinstein, Sneh & Co. and the Registrant; and
Assignment of Escrow Agreement, dated May 21, 2006 by and among Yodan
Trust Company Ltd., Oro Trust Company Ltd., Yigal Jacoby and the
Registrant (1)
|
|
3.2
|
Addendum,
dated October 26, 2006, to Escrow Agreement, dated January 28, 1998, by
and between Yigal Jacoby and the Registrant (1)
|
|
3.3
|
Addendum,
dated November 13, 2008, to Escrow Agreement, dated January 28, 1998, by
and between Yigal Jacoby and the Registrant (4)
|
|
4.1
|
Share
Purchase Agreement, dated May 18, 2006, by and among the parties thereto
and the Registrant (1)
|
|
4.2
|
Non-Competition
Agreement, dated August 24, 2004, by and among Odem Rotem Holdings Ltd.,
Yigal Jacoby and the Registrant (1)
|
|
4.3
|
Experteam
Training Services Proposal, dated as of March 2006, by Experteam to the
Registrant (1)
|
|
4.4
|
Warrant
to Purchase Series C-1 Shares, dated November 27, 2001, by and between the
Company and Yigal Jacoby (1)
|
|
4.5
|
Manufacturing
Agreement, dated September 4, 2002, by and between R.H. Electronics Ltd.
and the Registrant* (1)
|
|
4.6
|
Non-Stabilized
Lease Agreement, dated February 13, 2006, by and among, Aderet Hod
Hasharon Ltd., Miritz, Inc., Leah and Israel Ruben Assets Ltd., Tamar and
Moshe Cohen Assets Ltd., Drish Assets Ltd., S. L. A. A. Assets and
Consulting Ltd., Iris Katz Ltd., Y. A. Groder Investments Ltd., Ginotel
Hod Hasharon 2000 Ltd. and Allot Communications Ltd.
(1)
|
|
4.7
|
Key
Employees of Subsidiaries and Consultants Share Incentive Plan (1997)
(1)
|
|
4.8
|
Key
Employees Share Incentive Plan (1997) (1)
|
|
4.9
|
Key
Employees Share Incentive Plan (2003) (1)
|
|
4.10
|
2006
Incentive Compensation Plan (4)
|
|
4.11
|
Manufacturing Agreement, dated July 19, 2007, by and between Flextronics (Israel) Ltd. and the Registrant* (3) |
3
|
Number
|
Description |
|
4.12
|
Agreement
relating to the sale and purchase of the Business and Assets dated January
1, 2008 by and between Esphion Limited and the Registrant
(3)
|
|
8.1
|
List
of Subsidiaries of the Registrant (4)
|
|
11.1
|
Code
of Ethics (2)
|
|
12.1
|
Certification
of Principal Executive Officer required by Rule 13a-14(a) and Rule
15d-14(a) (Section 302 Certification)
|
|
12.2
|
Certification
of Principal Financial Officer required by Rule 13a-14(a) and Rule
15d-14(a) (Section 302 Certification)
|
|
13.1
|
Certification
of Principal Executive Officer pursuant to 18 U.S.C.
Section 1350 (Section 906
Certification) (5)
|
|
13.2
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 Certification) (5) |
|
14.1
|
Consent
of Kost Forer Gabbay & Kasierer (4)
|
|
14.2
|
Consent
of Houlihan Smith & Company,
Inc.
|
|
(1)
|
Previously
filed with the Securities and Exchange Commission on October 31, 2006
pursuant to a registration statement on Form F-1 (File No. 333-138313) and
incorporated by reference herein.
|
|
(2)
|
Previously
filed with the Securities and Exchange Commission on June 28, 2007 on Form
20-F for the year ended December 31, 2006 and incorporated by reference
herein.
|
|
(3)
|
Previously
filed with the Securities and Exchange Commission on June 27, 2008 on Form
20-F for the year ended December 31, 2007 and incorporated by reference
herein.
|
|
(4)
|
Previously
filed with the Securities and Exchange Commission on May 7, 2009 on Form
20-F for the year ended December 31, 2008 and incorporated by reference
herein.
|
|
(5)
|
This
document was furnished in accordance with SEC Release Nos. 33-8212 and
34-47551.
|
|
*
|
Portions of this exhibit were
omitted and have been filed separately with the Secretary of the
Securities and Exchange Commission pursuant to the Registrant’s
application requesting confidential treatment under Rule 24b-2 of the
Exchange Act.
|
4
EXHIBIT 12.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
EXCHANGE
ACT RULE 13A-14(A)/15D-14(A)
AS
ADOPTED PURSUANT TO SECTION 302
OF
THE SARBANES-OXLEY ACT OF 2002
I, Rami
Hadar, certify that:
1. I
have reviewed this annual report on Form 20-F of Allot Communications
Ltd.;
2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
|
/s/
Rami Hadar
|
||
|
Rami
Hadar
|
||
|
Chairman
and Chief Executive Officer
|
||
|
(Principal
Executive Officer)
|
Date:
December 18, 2009
EXHIBIT 12.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
EXCHANGE
ACT RULE 13A-14(A)/15D-14(A)
AS
ADOPTED PURSUANT TO SECTION 302
OF
THE SARBANES-OXLEY ACT OF 2002
I, Doron
Arazi, certify that:
1. I
have reviewed this annual report on Form 20-F of Allot Communications
Ltd.;
2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
|
/s/
Doron Arazi
|
||
|
Doron
Arazi
|
||
|
Chief
Financial Officer
|
||
|
(Principal
Financial Officer)
|
Date:
December 18, 2009
EXHIBIT 13.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
18 U.S.C.
SECTION 1350
AS
ADOPTED PURSUANT TO SECTION 906
OF
THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of Allot Communications Ltd. (the “Company”)
on Form 20-F for the period ended December 31, 2008, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I,
Rami Hadar, Chief Executive Officer of the Company do hereby certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that, to my knowledge:
|
|
•
|
the
Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as
amended; and
|
|
|
•
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
|
/s/
Rami Hadar
|
||
|
Rami
Hadar
|
||
|
Chief
Executive Officer
|
||
|
(Principal
Executive Officer)
|
Date:
December 18, 2009
EXHIBIT 13.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C.
SECTION 1350
AS
ADOPTED PURSUANT TO SECTION 906
OF
THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of Allot Communications Ltd. (the “Company”)
on Form 20-F for the period ended December 31, 2008, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I,
Doron Arazi, Chief Executive Officer of the Company do hereby certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that, to my knowledge:
|
|
•
|
the
Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as
amended; and
|
|
|
•
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
|
/s/
Doron Arazi
|
||
|
Doron
Arazi
|
||
|
Chief
Financial Officer
|
||
|
(Principal
Financial
Officer)
|
Date:
December 18, 2009
EXHIBIT 14.2
CONSENT
OF INDEPENDENT VALUATION FIRM
We
consent to the inclusion in the Annual Report on Form 20-F of Allot
Communications Ltd. (the “Company”) for the year ended December 31, 2008 and to
the incorporation by reference in the Company’s Registration Statements on Form
S-8 (File Nos. 333-140701, 333-149237 and 333-159306) of references to our
valuation report relating to the estimation of fair value of certain auction
rate securities held by the Company as of December 31, 2008 and March 31, 2009
and to any references to our firm’s name in connection
therewith.
Houlihan
Smith & Company, Inc.
Chicago,
Illinois
December
4, 2009