TISA Top Image Systems, Ltd. - Ordinary Shares

 

As filed with the Securities and Exchange Commission on May 6, 2019

Registration Statement No. 333-125064

Registration Statement No. 333-101990

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-125064

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-101990

UNDER

THE SECURITIES ACT OF 1933
 

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Mixer House, Rokach Blvd 101, Tel Aviv, Israel, 6153101

972-3-7679100

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

TOP IMAGE SYSTEMS LTD. 2003 ISRAELI SHARE OPTION PLAN

TOP IMAGE SYSTEMS LTD. EMPLOYEE SHARE OPTION PLAN (2000) 

 (Full title of the plans)

Brendan Reidy

Top Image Systems Ltd.

2 Ben Gurion St, Ramat Gan, 5257334, Israel

Tel: 972-3-7679100

Fax: 972-3-6486664

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

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Dov T. Schwell, Esq.

c/o Schwell Wimpfheimer & Associates LLP

1430 Broadway, Suite 1615

New York, NY 10018

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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.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

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These Post-Effective Amendments (“ Post-Effective Amendments ”), filed by Top Image Systems Ltd., a company incorporated under the laws of Israel (the “ Company ”), remove from registration any and all Ordinary Shares, par value NIS 0.04 per share, of the Company (“ Ordinary Shares ”), remaining unsold and any other securities issuable by the Company under the following Registration Statements on Form S-8 filed by the Company (each, a “ Registration Statement ” and collectively, the “ Registration Statements ”) with the U.S. Securities and Exchange Commission (the “ Commission ”), pertaining to the registration of Ordinary Shares offered under certain employee benefit and equity plans and agreements:

On February 4, 2019, TIS entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Kofax, Inc., a company organized under the Laws of the State of Delaware (“ Ultimate Parent ”), Kofax Holdings International Ltd., a private limited company incorporated under the Laws of England and Wales (“ Parent ”), and Tornely Ltd., a company organized under the Laws of the State of Israel and a wholly owned direct subsidiary of Parent (“ Merger Sub ”).  Pursuant to the Merger Agreement, among other things, Merger Sub would be merged with and into TIS (the “ Merger ”) with TIS being the surviving corporation of the Merger.

 

On May 6, 2019 (the “ Closing Date ”), Merger Sub merged with and into TIS, with TIS surviving the Merger as a direct, wholly-owned subsidiary of Parent.

 

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each (i) TIS Ordinary Share, par value NIS 0.04 per share (other than treasury shares), was automatically converted into the right to receive $0.86 (the “ Merger Consideration ”); (ii) TIS restricted share unit (“ TIS RSU ”) was canceled in exchange for the right to receive the Merger Consideration; and (iii) option to purchase Ordinary Shares of TIS (“ TIS Option ”) was canceled in exchange for the right to receive a lump sum cash payment equal to the positive difference (if any) between the Merger Consideration and the exercise price of such TIS Option.  Given that the exercise price of all TIS Options was greater than the Merger Consideration, all TIS Options, whether vested or unvested, were cancelled upon consummation of the Merger without payment of any consideration.

 

As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. The Company hereby removes from registration any and all securities registered under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments.

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