Securities Registration: Employee Benefit Plan (s-8)

As filed with the U.S. Securities and Exchange Commission on June 11, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

COMPUGEN LTD.

	(Exact Name of Registrant as Specified in its charter)
Israel		N/A
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

72 Pinchas Rosen Street

Tel Aviv, 6951294

Israel

(Address, Including Zip Code, of Principal Executive Offices)

Compugen Ltd. 2010 Share Incentive Plan

(Full Title of the Plan)

Anat Cohen-Dayag, Ph.D.

President and Chief Executive Officer

Compugen Ltd.

72 Pinchas Rosen Street

Tel Aviv, 6951294 Israel

Phone: +972-3-765-8585

Fax: +972-3-765-8555

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:
Brian Keane, Esq.	Donna Gershowitz
Mintz, Levin, Cohn, Ferris,	Compugen Ltd.
Glovsky and Popeo, P.C	72 Pinchas Rosen Street
One Financial Center	Tel Aviv 6951294, Israel
Boston, MA 02111	Tel: 972-3-765-8585
Tel: 617-542-6000	Fax: 972-3-765-8555
Fax: 617- 542-2241

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o

Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities To Be Registered		Amount To Be Registered (1)				Proposed Maximum Offering Price Per Share				Proposed Maximum Aggregate Offering Price				Amount Of Registration Fee
Ordinary Shares, nominal (par) value NIS 0.01 per share			3,000,000	(2)		$	7.78	(3)		$	23,340,000	(3)		$	2,712.11

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional ordinary shares that may become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding ordinary shares of the registrant.

(2)	Represents an additional 3,000,000 ordinary shares issuable under the Compugen Ltd. 2010 Share Incentive Plan (the “2010 Plan”), over and above the number of ordinary shares issuable under the 2010 Plan that were previously registered under the Securities Act.

(3)

Pursuant to Rule 457(h)(1) under the Securities Act, the proposed maximum offering price per security and the proposed maximum aggregate offering price are based on the average of the high and low sale prices per share of the registrant’s ordinary shares as reported by The Nasdaq Global Market on June 5, 2015.

EXPLANATORY NOTE

This Registration Statement relates to an increase of an additional 3,000,000 ordinary shares, nominal (par) value NIS 0.01 per share, of Compugen Ltd. (the “Registrant”) that are being issued and sold, or may be issued and sold, upon exercise of options or other awards granted by the Registrant to participants in the 2010 Plan, as approved at the Annual General Meeting of Shareholders held on August 7, 2014.

Reference is made to the Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 7, 2010 (Registration No. 333-169239 (the “Prior Registration Statement”), pursuant to which a total of 8,645,436 ordinary shares issuable under the 2010 Plan were registered under the Securities Act. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference in their entirety, except as otherwise updated or modified by this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated herein by reference and made a part hereof:

(i)

The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the Commission on March 12, 2015 (File No. 000-30902); and

(ii)

The Registrant’s Reports of Foreign Private Issuer on Form 6-K, as filed with the Commission on March 19, 2015, May 5, 2015, May 27, 2015 and June 8, 2015 (File No. 000-30902)

(iii)

The description of the Registrant’s Ordinary Shares in the Registrant’s Registration Statement on Form 8-A (File No. 000-30902) filed with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on August 2, 2000, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, and all Reports of Foreign Private Issuer on Form 6-K submitted by the Registrant to the Commission during such period, or portions thereof that are identified in such forms as being incorporated into this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any document, or any statement contained in a document, incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a document or statement contained herein, or in any other subsequently filed document that also is deemed to be incorporated by reference herein, modifies or supersedes such document or statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference.

ITEM 8. EXHIBITS.

The following is a list of exhibits filed as a part of this Registration Statement which are incorporated herein:

EXHIBIT NO.	EXHIBIT
5.1	Opinion of Tulchinsky Stern Marciano Cohen Levitski & Co., Law Offices
23.1	Consent of Kost Forer Gabbay & Kasierer, a Member of Ernst & Young Global
23.2	Consent of Tulchinsky Stern Marciano Cohen Levitski & Co., Law Offices (included in Exhibit 5.1).
24.1	Power of Attorney (included in the signature pages to this Registration Statement)

SIGNATURES

The Registrant. 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 City of Tel Aviv, State of Israel, on June 11, 2015.

	Compugen Ltd.

	By:	/s/ Anat Cohen-Dayag
		Anat Cohen-Dayag, Ph.D.
		Chief Executive Officer and President

Each person whose signature appears below constitutes and appoints Anat Cohen-Dayag, Ph.D., Ari Krashin and Donna Gershowitz, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement of Compugen Ltd. and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any or each of them or their substitute may lawfully do or cause to be done by virtue hereof.

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.

Signature	Title(s)	Date
/s/ Anat Cohen-Dayag Anat Cohen-Dayag, Ph.D.	Chief Executive Officer and President and Director (principal executive officer)	June 11, 2015
/s/ Ari Krashin Ari Krashin	Chief Financial Officer (principal financial and accounting officer)	June 11, 2015
/s/ Martin S. Gerstel Martin S. Gerstel	Chairman of the Board	June 11, 2015
/s/ Prof. Yair Aharonowitz Prof. Yair Aharonowitz	Director	June 11, 2015
/s/ Prof. Ruth Arnon Prof. Ruth Arnon	Director	June 11, 2015
/s/ Dov Hershberg Dov Hershberg	Director	June 11, 2015
/s/ Arie Ovadia, Ph.D. Arie Ovadia, Ph.D.	Director	June 11, 2015
/s/ Prof. Joshua Shemer Prof. Joshua Shemer	Director	June 11, 2015

INDEX TO EXHIBITS

The following is a list of exhibits filed as part of this Registration Statement:

EXHIBIT NO.	EXHIBIT
5.1	Opinion of Tulchinsky Stern Marciano Cohen Levitski & Co., Law Offices
23.1	Consent of Kost Forer Gabbay & Kasierer, a Member of Ernst & Young Global
23.2	Consent of Tulchinsky Stern Marciano Cohen Levitski & Co., Law Offices (included in Exhibit 5.1).
24.1	Power of Attorney (included in the signature pages to this Registration Statement)

Exhibit 5.1

'טולצ'ינסקי שטרן מרציאנו כהן לויצקי ושות

Tulchinsky Stern Marciano Cohen Levitski & Co.

משרד עורכי דין

law offices

www.tslaw.co.il

מגדל המוזיאון ● רח' ברקוביץ' 4 ● תל אביב 6423806 ● טל. 03-6075000 ● פקס. 03-6075050

Museum Tower ● 4 Berkowitz St. ● Tel Aviv 6423806 ● Tel. (972) 3-6075000 ● Fax. (972) 3-6075050

______________

רח' קרן היסוד 38 ● ירושלים 9214915 ● טל. 02-6511919 ● פקס. 02-6513133

38 Keren Hayesod Street ● Jerusalem 9214915 ● Tel. (972) 2-6511919 ● Fax. (972) 2-6513133

Menachem Tulchinsky, Adv.

Doron Stern, Adv.

Amir Levitski, Adv.

David Cohen, Adv.

Isaac Marciano, Adv. (C.P.A.)

Yossi Ratnovsky, Adv. (C.P.A.)

Alon Tabak Aviram, Adv. *

Daniel Chinn, Adv.

Baruch Perl, Adv.

Glenn (Gershon) Shalom Winter, Adv.*

Uriel Barak, Adv.*

Asaf Ben-Zeev, Adv.

Assaf Benmelech, Adv.

Michal Markovitz Blachar, Adv.

Ofer Dolinsky, Adv.

Dafna Achiam Tal, Adv.

Alon Karniel, Adv.

Ayelet Broditzky, Adv.

Hadas Poraz, Adv.

Liat Sass, Adv.

Lana Tavor, Adv.

Alon Fiul, Adv.

*Member of the N.Y. Bar Association

Galia Suesskind-Spiegel, Adv.

Shimrit Lifshitz Shachal, Adv.

Efrat Shuster, Adv.

Avital Mandel Hara, Adv.

Uri Nesher, Adv.

Amit Hirsch, Adv.

Tamar Nesher, Adv.

Ilan Sapir, Adv.

Aviad Avergil, Adv.

Liron Levi Gabay, Adv.

Elad Mirvis, Adv.

Avital Sela, Adv.

Lior Etgar, Adv.

Ariel Shanon, Adv.

Itamar Shahar, Adv.

Benjamin Bekkerman, Adv.

Itamar Shoham, Adv.

Tal Levy, Adv.

Ohad Gamliel, Adv.

Yair Eliash, Adv.

Ofer Ben Dayan, Adv.

Mayan Miller, Adv.

גליה זיסקינד-שפיגל, עו"ד

שימרית ליפשיץ שחל, עו"ד

אפרת שוסטר, עו"ד

אביטל מנדל הרה, עו"ד

אורי נשר, עו"ד

עמית הירש, עו"ד

תמר נשר, עו"ד

אילן ספיר, עו"ד

אביעד אברגיל, עו"ד

לירון לוי גבאי, עו"ד

אלעד מירוויס, עו"ד

אביטל סלע, עו"ד

ליאור אתגר, עו"ד

אריאל שנון, עו"ד

איתמר שחר, עו"ד

בנימין בקרמן, עו"ד

איתמר שהם, עו"ד

טל לוי, עו"ד

אוהד גמליאל, עו"ד

יאיר אליאש, עו"ד

עופר בן דיין, עו"ד

מעין מילר, עו"ד

מנחם טולצ'ינסקי, עו"ד

דורון שטרן, עו"ד

אמיר לויצקי, עו"ד

דיויד כהן, עו"ד

(יצחק מרציאנו, עו"ד (רו"ח

(יוסי רטנובסקי, עו"ד (רו"ח

* אלון טבק אבירם, עו"ד

דניאל צ'ין, עו"ד

ברוך פרל, עו"ד

* גרשון שלום וינטר, עו"ד

* אוריאל ברק, עו"ד

אסף בן-זאב, עו"ד

אסף בנמלך, עו"ד

מיכל מרקוביץ בלשר, עו"ד

עופר דולינסקי, עו"ד

דפנה אחיעם טל, עו"ד

אלון קרניאל, עו"ד

אילת ברודיצקי, עו"ד

הדס פורז, עו"ד

ליאת סאס, עו"ד

לנה תבור, עו"ד

אלון פיול, עו"ד

June 11, 2015

Compugen Limited

72 Pinchas Rosen St.

Tel-Aviv 69512

Ladies and Gentlemen,

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Compugen Ltd., a company organized under the laws of the State of Israel (the “Company”), with the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the “Act”), relating to the registration of 3,000,000 ordinary shares, nominal value NIS 0.01 each (the “Shares”), authorized for issuance pursuant to the Compugen Ltd. 2010 Share Incentive Plan (the “Plan”).

As Israeli counsel to the Company in connection with the registering of the Shares pursuant to the Registration Statement, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, consents, resolutions, minutes and other documents provided to us by the Company as we have deemed necessary or appropriate in order to enable us to express the opinions hereinafter set forth. Insofar as the opinions expressed herein involve factual matters, we have relied exclusively (without independent factual investigation or verification) upon certificates of, and other communications with, officers and employees of the Company and upon certificates of public officials.

In making the examination described above, we have assumed the genuineness of all signatures, the capacity of natural persons, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies, the authenticity of the originals of such documents and the legal capacity and due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be accurate, we have assumed the truth of all facts communicated to us by the Company, and we have assumed that all consents, resolutions and minutes of meetings of the Company's board of directors, of committees thereof and of the shareholders which have been provided to us are true and accurate and have been properly prepared in accordance with the Company's incorporation documents and all applicable laws.

Based upon the foregoing and in reliance thereon, we are of the opinion that all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the Shares pursuant to the Plan and the Shares, when, and if, issued and paid for (or deemed paid for) in accordance with the terms and conditions of the respective awards and the Plan will be duly authorized, validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to matters governed by the laws of the State of Israel, and we express no opinion with respect to the laws of any other country, state or jurisdiction or with respect to any matter governed by such laws. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, to any other matters.

The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of any such changes. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.

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 of the State of Israel.

Yours sincerely,

/s/ Tulchinsky Stern Marciano Cohen, Levitski & Co., Law Offices

Tulchinsky Stern Marciano Cohen, Levitski & Co., Law Offices

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 of Compugen Ltd. pertaining to the Compugen Ltd. 2010 Share Incentive Plan, of our reports dated March 12, 2015, with respect to the consolidated financial statements of Compugen Ltd., and the effectiveness of internal control over financial reporting of Compugen Ltd. included in its Annual Report on Form 20-F for the year ended December 31, 2014, filed with the Securities and Exchange Commission.