Israel
|
Not
Applicable
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
22
Hanagar Street, Neve Ne’eman Industrial
Zone
B, Hod-Hasharon 45240, Israel
|
Not
Applicable
|
(Address
of principal executive offices)
|
(Zip
Code)
|
2006
Incentive Compensation Plan
|
(Full
title of the Plan)
|
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
|
Title
of Securities Being Registered
|
Amount
to
be
Registered (1)
|
Proposed
Maximum
Offering
Price
Per
Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
Ordinary
shares, par value NIS0.10 per share
|
494,298
|
$4.05(2)
|
$2,001,907
|
$143
|
(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.
|
(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 ($4.11 and $4.00) of
the Registrant’s ordinary shares as quoted on The NASDAQ Global Market on
March 1, 2010.
|
|
(a)
|
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
|
|
(b)
|
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.
|
ALLOT COMMUNICATIONS LTD. | |||
|
By:
|
/s/ Rami Hadar | |
Name: Rami Hadar | |||
Title: Chief Executive Officer and President |
Signature
|
Title of Capacities
|
Date
|
/s/ Rami Hadar
Rami
Hadar
|
Director,
Chief Executive Officer and President (Principal Executive
Officer)
|
March
2, 2010
|
/s/ Doron Arazi
Doron Arazi |
Chief
Financial Officer (Principal Financial Officer)
|
March
2, 2010
|
/s/ Shraga Katz
Shraga
Katz
|
Chairman
of the Board of Directors
|
March
2, 2010
|
/s/ Yigal Jacoby
Yigal
Jacoby
|
Director
|
March
2, 2010
|
/s/ Nurit Benjamini
Nurit Benjamini |
Director
|
March
2, 2010
|
/s/ Shai Saul
Shai Saul |
Director
|
March
2, 2010
|
/s/ Steven D. Levy
Steven D. Levy |
Director
|
March
2, 2010
|
/s/ Dr. Eyal Kishon
Dr. Eyal Kishon |
Director
|
March
2, 2010
|
ALLOT
COMMUNICATIONS, INC.
By:
/s/ Rami Hadar
Name: Rami Hadar Title:
Director, Allot Communications, Inc.
|
United
States Representative
|
March
2, 2010
|
Number
|
Description
|
5.1
|
Opinion
of Ori Rosen & Co., Israeli counsel to the Registrant, as to the
validity of the ordinary shares (including consent).
|
23.1
|
Consent
of Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global.
|
23.2
|
Consent
of Ori Rosen & Co., Israeli counsel to the Registrant (included in
Exhibit 5.1).
|
24.1
|
Powers
of Attorney (included in the signature page to this Registration
Statement).
|
99.1
|
2006
Incentive Compensation Plan (1).
|
(1)
|
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.
|
Very truly yours, | |||
/s/ Ori Rosen & Co. | |||
Ori
Rosen & Co.
|
/s/ KOST FORER GABBAY & KASIERER | ||
Tel
Aviv, Israel
|
KOST
FORER GABBAY & KASIERER
|
|
March
2, 2010
|
A
Member of Ernst & Young Global
|