As filed with the Securities and Exchange Commission
on February 6, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VARONIS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
57-1222280 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
1250 Broadway, 28th Floor
New York, NY |
|
10001 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
VARONIS SYSTEMS, INC. 2015 EMPLOYEE STOCK PURCHASE
PLAN
(Full title of the plan)
Yakov Faitelson
Chief Executive Officer and President
Varonis Systems, Inc.
1250 Broadway, 28th Floor
New York, NY 10001
(877) 292-8767
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Scott Levi, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020-1095
(212) 819-8200
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☒ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
| |
|
Emerging growth company |
☐ |
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. ☐
EXPLANATORY
NOTE
This Registration Statement is filed by Varonis
Systems, Inc. (the “Company”) for the purpose of registering additional shares of common stock, par value $0.001 per share,
of the Company (the “Common Stock”) under the Company’s 2015 Employee Stock Purchase Plan (the “2015 ESPP”).
The number of shares of Common Stock available
for issuance under the 2015 ESPP is subject to an automatic annual increase on the first day of each fiscal year during the term of the
plan equal to the lesser of (i) one percent (1%) of the outstanding shares of Common Stock issued and outstanding on each December 31
immediately prior to the date of increase or (ii) such amount necessary to bring the number of shares available for issuance up to two
percent (2%) of the number of shares of Common Stock issued and outstanding on each such December 31, but in any event such increase shall
be up to additional 1,200,000 shares of Common Stock (as proportionately adjusted pursuant to Section 8(b) of the 2015 ESPP to reflect
the Company’s three-for-one stock split effected on March 15, 2021) (the “2015 ESPP Evergreen Provision”). Pursuant
to the 2015 ESPP Evergreen Provision, the number of shares of Common Stock available for issuance under the 2015 ESPP was increased by
506,205 shares effective January 1, 2024. This Registration Statement registers the additional shares available for issuance under the
2015 ESPP as a result of the 2015 ESPP Evergreen Provision.
Pursuant to Instruction E of Form S-8, the contents
of the Company’s prior registration statements on Form S-8 registering shares of the Common Stock under the 2015 ESPP (File Nos.
333-209312, 333-215617, 333-222646, 333-229321, 333-235997, 333-252223, 333-262593 and 333-269629) are hereby incorporated by reference
herein, and the information required by Part II of Form S-8 is omitted, except as supplemented by the information set forth below.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* As permitted by Rule 428 under the Securities
Act, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified
in this Part I of Form S-8 (“Plan Information” and “Registrant Information and Employee Plan Annual Information”)
will be sent or given to employees as specified by the SEC pursuant to Rule 428(b)(1) under the Securities Act. Such documents are not
required to be and are not filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or
oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence.
The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents
required to be delivered pursuant to Rule 428(b) under the Securities Act, and will include the address and telephone number to which
the request is to be directed.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the SEC are incorporated
by reference in this registration statement:
(a) the Company’s Annual
Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 6, 2024; and
(b) the description of the
Common Stock contained in the Registration Statement on Form 8-A, dated February 25, 2014, filed with the SEC by the Company to register
such securities under the Exchange Act, and any amendment or report filed for the purpose of updating this information (including Exhibit 4.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2023).
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents
with the SEC. Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information
under applicable forms and regulations of the SEC is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise
subject to the liabilities of that section, unless the Company indicates in the report or filing containing such information that the
information is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration
Statement.
Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed
document that also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement.
Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained
in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes
such prior 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.
Item 8. Exhibits.
The list of exhibits is set forth under “Exhibit
Index” at the end of this Registration Statement and is incorporated herein by reference.
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 the City
of New York, State of New York, on February 6, 2024.
| |
VARONIS
SYSTEMS, INC. |
| |
|
|
| |
By: |
/s/
Yakov Faitelson |
| |
Name: |
Yakov Faitelson |
| |
Title: |
Chief Executive Officer
and President |
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Yakov Faitelson and Guy Melamed, and each of them, his true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated below.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Yakov Faitelson |
|
Chief
Executive Officer, President |
|
February
6, 2024 |
| Yakov Faitelson |
|
and
Chairman of the Board |
|
|
| |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Guy Melamed |
|
Chief
Financial Officer and Chief |
|
February
6, 2024 |
| Guy Melamed |
|
Operating
Officer (Principal |
|
|
| |
|
Financial
Officer and Principal |
|
|
| |
|
Accounting
Officer) |
|
|
| |
|
|
|
|
| /s/
Carlos Aued |
|
Director |
|
February
6, 2024 |
| Carlos Aued |
|
|
|
|
| |
|
|
|
|
| /s/
Kevin Comolli |
|
Director |
|
February
6, 2024 |
| Kevin Comolli |
|
|
|
|
| |
|
|
|
|
| /s/
John J. Gavin, Jr. |
|
Director |
|
February
6, 2024 |
| John J. Gavin,
Jr. |
|
|
|
|
| |
|
|
|
|
| /s/
Gili Iohan |
|
Director |
|
February
6, 2024 |
| Gili Iohan |
|
|
|
|
| |
|
|
|
|
| /s/
Avrohom J. Kess |
|
Director |
|
February
6, 2024 |
| Avrohom J. Kess |
|
|
|
|
| |
|
|
|
|
| /s/
Ohad Korkus |
|
Director |
|
February
6, 2024 |
| Ohad Korkus |
|
|
|
|
| |
|
|
|
|
| /s/
Thomas F. Mendoza |
|
Director |
|
February
6, 2024 |
| Thomas F. Mendoza |
|
|
|
|
| |
|
|
|
|
| /s/
Rachel Prishkolnik |
|
Director |
|
February
6, 2024 |
| Rachel Prishkolnik |
|
|
|
|
| |
|
|
|
|
| /s/
Ofer Segev |
|
Director |
|
February
6, 2024 |
| Ofer Segev |
|
|
|
|
| |
|
|
|
|
| /s/
Fred Van Den Bosch |
|
Director |
|
February
6, 2024 |
| Fred Van Den
Bosch |
|
|
|
|
INDEX OF EXHIBITS
| (1) |
Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2014 (File No. 001-36324) and incorporated herein by reference. |
| (2) |
Filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 8, 2022 (File No. 001-36324) and incorporated herein by reference. |
| (3) |
Filed as Appendix A of the Proxy Statement on Form DEF 14A filed with the SEC on March 26, 2015 and incorporated herein by reference. |
II-3
Exhibit
5.1
February
6, 2024
Varonis
Systems, Inc.
1250
Broadway, 28th Floor
New
York, New York 10001 |
|
 |
Re:
Varonis Systems, Inc. - Registration Statement on Form S-8
Ladies
and Gentlemen:
We
have acted as counsel to Varonis Systems, Inc., a corporation organized under the laws of Delaware (the “Company”), in connection
with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration
statement on Form S-8 (the “Registration Statement”) on the date hereof, relating to the registration under the Securities
Act of 1933, as amended (the “Securities Act”), of (i) 506,205 shares (the “Shares”) of the Company’s
common stock, par value $0.001 per share, reserved for issuance pursuant to the Company’s 2015
Employee Stock Purchase Plan (the “2015 ESPP”).
This
opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S–K under the Securities Act, and
no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus, other
than as expressly stated herein with respect to the issue of the Shares.
In
connection with our opinion expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction
of the following documents and such other documents, corporate records, certificates and other statements of government officials and
corporate officers of the Company as we deemed necessary for the purposes of the opinion set forth in this opinion letter:
(a) the
Registration Statement;
(b) a
copy of the Amended and Restated Certificate of Incorporation, adopted on March 5, 2014, certified by the Secretary of the Company;
(c) a
copy of the Amended and Restated Bylaws of the Company, adopted on February 3, 2022, certified by the Secretary of the Company;
(d) a
copy of Resolutions of the Board of Directors of the Company relating to the 2015 ESPP, adopted on March 19, 2015, certified by the Secretary
of the Company; and
(e) the
2015 ESPP.
We
have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives
of the Company and of public officials and upon statements and information furnished by officers and representatives of the Company with
respect to the accuracy of material factual matters contained therein which were not independently established by us. In rendering the
opinion expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures
on documents we have reviewed, the legal capacity and competency of all natural persons signing all documents, the authenticity and completeness
of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents submitted to
us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents
we have reviewed, the accuracy and completeness of all public records examined by us, and the accuracy of all statements in certificates
of officers of the Company that we reviewed.
Based
upon the foregoing assumptions, and subject to the qualifications set forth in this opinion letter, having considered such questions
of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that the Shares reserved for issuance
pursuant to the 2015 ESPP, as referenced above, have been duly authorized for issuance and sale pursuant to the 2015 ESPP by all necessary
corporate action of the Company, and when issued as provided under the 2015 ESPP, they will be validly issued, fully paid and non-assessable.
The
opinion expressed above is limited to questions arising under the Delaware General Corporation Law. We do not express any opinion as
to the laws of any other jurisdiction. The opinion expressed above is limited to the matters stated in this opinion letter, and no opinion
is implied or may be inferred beyond those expressly stated in this opinion letter. The opinion expressed above is as of the date hereof
only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which
we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes
in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts
or circumstances of which we become aware, regardless of whether or not they affect the opinion expressed in this opinion letter.
We
hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement. In giving this
consent, we do not hereby 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 promulgated thereunder.
| Very truly
yours, |
|
| |
|
| /s/ White & Case LLP |
|
| SL:EA |
|
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation
by reference in the Registration Statement (Form S-8) pertaining to the 2015 Employee Stock Purchase Plan of Varonis Systems, Inc. of
our reports dated February 6, 2024, with respect to the consolidated financial statements of Varonis Systems, Inc. and the effectiveness
of internal control over financial reporting of Varonis Systems, Inc. included in its Annual Report (Form 10-K) for the year ended December
31, 2023, filed with the Securities and Exchange Commission.
| |
/s/ Kost Forer Gabbay & Kasierer |
| Tel Aviv, Israel |
Kost Forer Gabbay & Kasierer |
| February 6, 2024 |
A Member of Ernst & Young Global |
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Varonis Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1 – Newly Registered Securities
Security
Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount Registered(1) | | |
Proposed Maximum Offering Price per Unit(2) | | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
| Equity | |
Common stock, par value $0.001 per share | |
Other (2) | |
| 506,205 | (3) | |
$ | 45.395 | | |
$ | 22,979,176 | | |
| $147.60 per $1,000,000 | | |
$ | 3,391.73 | |
| Total Offering Amounts | |
| |
| | | |
| | | |
$ | 22,979,176 | | |
| $147.60 per $1,000,000 | | |
$ | 3,391.73 | |
| Total Fee Offsets(4) | |
| |
| | | |
| | | |
| | | |
| | | |
| — | |
| Net Fee Due | |
| |
| | | |
| | | |
| | | |
| | | |
$ | 3,391.73 | |
| (1) | Pursuant to Rule 416(a) under
the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional
shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”) that may become issuable under
the terms of the Registrant’s 2015 Employee Stock Purchase Plan (the “2015 ESPP”) by reason of any share split, share
dividend, recapitalization or other similar transaction effected without the Company’s receipt of consideration which results in
an increase in the number of the outstanding shares of Common Stock. |
| (2) | Estimated solely for the purpose
of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the average of the high and low
sales prices of the Common Stock on the Nasdaq Global Select Market on January 31, 2024. |
| (3) | Represents additional shares
reserved for issuance authorized as of January 1, 2024 under the evergreen provision of the 2015 ESPP. |
| (4) | The Registrant does not have
any fee offsets to claim. |
Table 2 – Fee Offset Claims and Sources*
| | |
Registrant or Filer Name | | |
Form or Filing Type | | |
File Number | | |
Initial Filing Date | | |
Fee Offset Claim | | |
Security Type Associated with Fee Offset Claimed | | |
Unsold Securities Associated with Offset Claimed | | |
Fee Paid with Fee Offset Claimed | |
| | |
Rule 457(p) | |
| Fee Offset Claims | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Fee Offset Sources | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
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