- Securities Registration: Employee Benefit Plan (S-8)
January 07 2009 - 2:50PM
Edgar (US Regulatory)
AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7,
2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
_________________
ALADDIN
KNOWLEDGE SYSTEMS LTD.
(Exact
name of registrant as specified in its charter)
_________________
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Israel
|
Not
Applicable
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
_________________
35 EFAL
STREET, PETACH TIKVA 49511, ISRAEL
(Address
of Principal Executive Offices) (Zip Code)
ALADDIN
KNOWLEDGE SYSTEMS LTD. WORLDWIDE 2003 SHARE OPTION PLAN
(Full
title of the plan)
Aladdin
Knowledge Systems, Inc.
601
Campus Dr. Ste C-1
Arlington
Heights, IL 60004
(Name and
address of agent for service)
(847)
818-3800
(Telephone
number, including area code, of agent for service)
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 12b2 of the Exchange Act.
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|
|
|
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Large
accelerated
filer [ ]
|
|
Accelerated
filer [X]
|
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Non-accelerated
filer [ ]
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(Do
not check if a smaller reporting company)
|
Smaller
reporting
company [ ]
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_________________
CALCULATION
OF REGISTRATION FEE
|
Title
of securities to
be
registered
|
Amount
to be
registered
|
Proposed
maximum
offering price per share
|
Proposed
maximum
aggregate offering price
|
Amount
of
registration
fee
|
|
Worldwide
2003 Share Option Plan,
Ordinary
Shares, par value NIS 0.01 per share
|
500,000
|
$6.06(*)
|
$3,027,500(*)
|
$118.98
|
|
(*)
|
Estimated
in accordance with Rule 457(c) and 457(h) of the Securities Act of 1933,
as amended, solely for the purpose of calculating the filing fee on the
basis of $6.06 per share, which represents the average of the high and low
prices of the Ordinary Shares as reported on the NASDAQ Global
Market on December 31, 2008, which is within five (5) business days prior
to the date of this Registration
Statement.
|
EXPLANATORY
NOTE
On November 30, 2004, Aladdin Knowledge
Systems Ltd. (the “Registrant”) filed with the Securities and Exchange
Commission (the “Commission”) a Registration Statement on Form S-8 (File No.
333-120841) relating to 500,000 ordinary shares to be offered and sold under the
Registrant’s Worldwide 2003 Share Option Plan (the “Plan”).
In addition, on June 29, 2006, the
Registrant filed with the Commission a Registration Statement on Form S-8 (file
No. 333-135450) relating to an increase of an additional 500,000 ordinary shares
to be offered and sold under the Plan.
In addition, on October 18, 2007, the
Registrant filed with the Commission a Registration Statement on Form S-8 (file
No. 333-146793) relating to an increase of an additional 250,000 ordinary shares
to be offered and sold under the Plan.
The contents of all such prior
Registration Statements are incorporated by reference into this Registration
Statement.
This Registration Statement relates to
an increase of an additional 500,000 ordinary shares to be offered and sold
under the Plan pursuant to the automatic share increase provisions of the
Plan.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8.
Exhibits
.
The following exhibits are filed
herewith:
Exhibit
No.
Description
|
5.1
|
Opinion
of Herzog, Fox & Neeman.
|
|
23.1
|
Consent
of Kost, Forer, Gabbay &
Kasierer.
|
|
23.2
|
Consent
of Blick Rothenberg.
|
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23.3
|
Consent
of Herzog, Fox & Neeman (contained in Exhibit 5.1
herein).
|
|
24.1
|
Powers
of Attorney (contained in the signature page
herein).
|
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, 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 the City of Petach
Tikva, State of Israel, on January 7, 2009.
ALADDIN KNOWLEDGE
SYSTEMS LTD.
By:
/s/ Yanki
Margalit
Yanki
Margalit
Chairman of the Board and
Chief Executive Officer
POWER
OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that
each individual whose signature appears below constitutes and appoints Yanki
Margalit, his or her true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign this Registration Statement and
any and all future amendments (including post-effective amendments) to the
Registration Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agents, or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, as amended, 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
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Date
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/s/
Yanki
Margalit
Yanki
Margalit
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Chairman
of the Board and
Chief
Executive Officer
(principal
executive officer)
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January
7, 2009
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/s/
Aviram
Shemer
Aviram
Shemer
|
Chief
Financial Officer
(principal
financial officer and principal
accounting
officer)
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January
7, 2009
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/s/
David
Assia
David
Assia
|
Director
|
January
7, 2009
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/s/
Menahem
Gutterman
Menahem
Gutterman
|
Director
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January
7, 2009
|
|
/s/
Orna
Berry
Orna
Berry
|
Director
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January
7, 2009
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/s/
Dany
Margalit
Dany
Margalit
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Director
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January
7, 2009
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Authorized
Representative in the United States:
Aladdin
Knowledge Systems, Inc.
By:
/s/
John
Gunn
John
Gunn
|
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January
7, 2009
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EXHIBIT
INDEX
|
5.1
|
Opinion
of Herzog, Fox & Neeman.
|
|
23.1
|
Consent
of Kost, Forer, Gabbay &
Kasierer.
|
|
23.2
|
Consent
of Blick Rothenberg.
|
|
23.3
|
Consent
of Herzog, Fox & Neeman (contained in Exhibit 5.1
herein).
|
|
24.1
|
Powers
of Attorney (contained in the signature page
herein).
|
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