Securities Registration: Employee Benefit Plan (s-8)
November 14 2017 - 11:35AM
Edgar (US Regulatory)
Registration No. 333-_____
As filed with the Securities and Exchange Commission on
November 14
, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GILAT SATELLITE NETWORKS LTD.
(Exact name of registrant as specified in its charter)
Israel
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Not Applicable
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Gilat House
21 Yegia Kapayim Street, Kiryat Arye
Petah Tikva 4913020, Israel
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(Address of Principal Executive Offices) (Zip Code)
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GILAT SATELLITE NETWORKS LTD.
2008 SHARE INCENTIVE PLAN
(Full title of the plans)
Wavestream Corporation
545 W. Terrace Dr
San Dimas, CA 91773
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(Name and address of agent for service)
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909-581-9080
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(Telephone number, including area code, of agent for service)
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Copies to:
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Steven J. Glusband, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, NY 10005
Tel: 212-238-8605
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Yael Shofar, Adv.
General Counsel and Corporate Secretary
Gilat Satellite Networks Ltd.
Gilat House
21 Yegia Kapayim Street
Kiryat Arye
Petah Tikva 4913020, Israel
Tel: 972-3-925-2000
|
Tuvia J. Geffen, Adv.
Naschitz, Brandes, Amir & Co.
5 Tuval Street
Tel-Aviv 6789717, Israel
Tel: 972 3-623-5000
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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
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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☐
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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.
☐
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
|
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Amount to be
registered
(1)
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|
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Proposed
maximum
offering
price
per share
(3)
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Proposed
maximum
aggregate
offering
price
(3)
|
|
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Amount of
registration
fee
(2)
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Ordinary Shares, par value NIS 0.20 per share
|
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300,000
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(2)
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$
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7.7
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$
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2,310,000
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$
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287.59
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of the Registrant’s ordinary shares, par value NIS 0.20 per share (the “Ordinary Shares”) that may be offered or issued pursuant to the Gilat Satellite Networks Ltd. 2008 Share Incentive Plan (the “2008 Plan”) by reason of stock splits, stock dividends or similar transactions.
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(2)
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Issuable under options and other share incentive awards that may be granted in the future under the 2008 Plan.
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(3)
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Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $
7.7
, the average of the high and low prices of the Registrant’s Ordinary Shares as reported on The NASDAQ Global Select Market on
November 10
, 2017.
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___________________________
This Registration Statement shall become effective immediately upon filing as provided in Rule 462 under the Securities Act of 1933.
E
XPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 is to register an additional 300,000 Ordinary Shares for issuance under the 2008 Plan.
In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 (Files No. 333-180552, 333-187021, 333-204867 and 333-210820) filed with the Securities and Exchange Commission on April 4, 2012, on March 4, 2013, on June 11, 2015, on April 19, 2016 and on March 30, 2017, respectively, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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4.1
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Memorandum of Association, as amended
(1)
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______________________________________
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(1)
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Filed as Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2000, and incorporated herein by reference.
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(2)
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Filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2011, and incorporated herein by reference.
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(3)
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Filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 (File No. 333-158476), filed with the Securities and Exchange Commission on April 8, 2009, and incorporated herein by reference.
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(4)
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Filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 (File No. 333-204867), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by reference.
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(5)
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Filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 (File No. 333-210820), filed with the Securities and Exchange Commission on April 19, 2016, and incorporated herein by reference
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(6)
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Filed as Exhibit 4.7 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2016, and incorporated herein by reference.
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(7)
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Filed as Exhibit 4.8 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2016, and incorporated herein by reference.
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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 Petah Tikva, Israel on
November 14
, 2017
.
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By:
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/s/ Dov Baharav
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Dov Baharav
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Chairman of the Boardof the Board
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dov Baharav, Yona Ovadia and Adi Sfadia, and each of them severally, his
or her
true and lawful attorney-in-fact, and agent each with power to act with or without the other, and with full power of substitution and resubstitution, to execute in the name of such person, in his capacity as a director or officer of Gilat Satellite Networks Ltd., any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed by the following persons in the capacities indicated
on
November 14
, 2017
.
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Signature
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Title
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/s/ Dov Baharav
Dov Baharav
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Chairman of the Board of Directors
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/s/ Yona Ovadia
Yona Ovadia
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Chief Executive Officer (
Principal Executive Officer
)
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/s/ Adi Sfadia
Adi Sfadia
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Chief Financial Officer (
Principal Financial and Accounting Officer
)
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/s/ Amiram Boehm
Amiram Boehm
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Director
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/s/
Dafan
Cohen
Dafna Cohen
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Director
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/s/ Ishay Davidi
Ishay Davidi
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Director
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/s/ Meir Shamir
Meir Shamir
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Director
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/s/ Aylon (Lonny) Rafaeli
Aylon (Lonny) Rafaeli
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Director
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/s/
Elyezer Shkedy
Elyezer Shkedy
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Director
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/s/
Dafna Sharir
Dafna Sharir
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Director
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/s/ Amir Ofek
Amir Ofek
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Director
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Wavestream Corporation
By:
/s/ Adi Sfadia
Name:
Adi Sfadia, Officer
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Authorized Representative in the United States
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