As
filed with the Securities and Exchange Commission on March 2, 2010
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)
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(I.R.S.
Employer Identification No.)
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22
Hanagar Street, Neve Ne’eman Industrial
Zone
B, Hod-Hasharon 45240, Israel
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Not
Applicable
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(Address
of principal executive offices)
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(Zip
Code)
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______________________
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2006
Incentive Compensation Plan
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(Full
title of the Plan)
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______________________
Allot
Communications, Inc.
300
TradeCenter, Suite 4680
Woburn,
MA 01801-7422
(781)
939-9300
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent
for Service)
Copies of
communications to:
|
Colin
J. Diamond, Esq.
White
& Case LLP
1155
Avenue of the Americas
New
York, New York
Tel:
(212) 819-8200
Fax:
(212) 354-8113
|
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)
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Proposed
Maximum
Offering
Price
Per
Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee
|
|
Ordinary
shares, par value NIS0.10 per share
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494,298
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$4.05(2)
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$2,001,907
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$143
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(1)
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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)
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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 ($4.11 and $4.00) of
the Registrant’s ordinary shares as quoted on The NASDAQ Global Market on
March 1, 2010.
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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 494,298 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, 2008 (File No. 001-33129), filed with the SEC on May 7, 2009;
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.
2
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 March 2, 2010.
| ALLOT COMMUNICATIONS LTD. | |||
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By:
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/s/ Rami Hadar | |
| Name: Rami Hadar | |||
| Title: Chief Executive Officer and President | |||
3
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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March
2, 2010
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/s/ Doron Arazi
Doron Arazi |
Chief
Financial Officer (Principal Financial Officer)
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March
2, 2010
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/s/ Shraga Katz
Shraga
Katz
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Chairman
of the Board of Directors
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March
2, 2010
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/s/ Yigal Jacoby
Yigal
Jacoby
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Director
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March
2, 2010
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/s/ Nurit Benjamini
Nurit Benjamini |
Director
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March
2, 2010
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/s/ Shai Saul
Shai Saul |
Director
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March
2, 2010
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/s/ Steven D. Levy
Steven D. Levy |
Director
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March
2, 2010
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/s/ Dr. Eyal Kishon
Dr. Eyal Kishon |
Director
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March
2, 2010
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ALLOT
COMMUNICATIONS, INC.
By:
/s/ Rami Hadar
Name: Rami Hadar Title:
Director, Allot Communications, Inc.
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United
States Representative
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March
2, 2010
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4
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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Powers
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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__________________________
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(1)
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Previously
filled with the Securities and Exchange Commission on May 7, 2009 as
Exhibit 4.10 to the Company’s Form 20-F for the year ended December 31,
2008 and incorporated by reference
herein.
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5
Exhibit 5.1
March 2,
2010
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 494,298 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, | |||
| /s/ Ori Rosen & Co. | |||
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Ori
Rosen & Co.
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Exhibit 23.1
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 May 7, 2009, 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, 2008,
filed with the Securities and Exchange Commission.
| /s/ KOST FORER GABBAY & KASIERER | ||
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Tel
Aviv, Israel
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KOST
FORER GABBAY & KASIERER
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March
2, 2010
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A
Member of Ernst & Young Global
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